Exhibit 10.6


 


 


TAX RECEIVABLE AGREEMENT


 


among


 


THUNDER BRIDGE II SURVIVING PUBCO, INC. AND
ITS SUCCESSORS


 


and


 


THE PERSONS NAMED HEREIN


 


Dated as of June 10, 2021


 









     


     


    

 


Table of Contents


 


	 	 	Page
	 	 	 
	Article I DEFINITIONS	2
	Section 1.1	Definitions	2
	Section 1.2	Other Definitions	9
	Article II DETERMINATION OF CERTAIN REALIZED TAX BENEFIT	9
	Section 2.1	Basis and Attribute Schedule	9
	Section 2.2	Tax Benefit Schedule	10
	Section 2.3	Procedures, Amendments	11
	Article III TAX BENEFIT PAYMENTS	11
	Section 3.1	Payments	11
	Section 3.2	No Duplicative Payments	11
	Section 3.3	Pro Rata Payments; Coordination of Benefits With Other Tax Receivable Agreements	11
	Article IV TERMINATION	12
	Section 4.1	Early Termination and Breach of Agreement	12
	Section 4.2	Early Termination Notice	14
	Section 4.3	Payment upon Early Termination	14
	Section 4.4	Scheduled Termination	14
	Article V SUBORDINATION AND LATE PAYMENTS	15
	Section 5.1	Subordination	15
	Section 5.2	Late Payments by the Corporate Taxpayer	15
	Article VI NO DISPUTES; CONSISTENCY; COOPERATION	15
	Section 6.1	Participation in the Corporate Taxpayer’s and OpCo’s Tax Matters	15
	Section 6.2	Consistency	15
	Section 6.3	Cooperation	16
	Article VII MISCELLANEOUS	16
	Section 7.1	Notices	16
	Section 7.2	Counterparts	17
	Section 7.3	Entire Agreement; Third Party Beneficiaries	17
	Section 7.4	Governing Law; Jurisdiction; Waiver of Jury Trial	17
	Section 7.5	Severability	17
	Section 7.6	Successors; Assignment; Amendments; Waivers	18
	Section 7.7	Titles and Subtitles	19
	Section 7.8	Reserved	19
	Section 7.9	Reconciliation	19
	Section 7.10	Withholding	20
	Section 7.11	Admission of the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets	20
	Section 7.12	Confidentiality	21
	Section 7.13	Change in Law	21
	Section 7.14	Reserved	21
	Section 7.15	Independent Nature of TRA Parties’ Rights and Obligations	22
	Section 7.16	TRA Party Representative	22



 









    i


     


    

 


TAX RECEIVABLE AGREEMENT


 


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.


 


RECITALS


 


WHEREAS, the Corporate Taxpayer,
Thunder Bridge Acquisition II, Ltd., Merger Subs described therein, Ay Dee Kay LLC, d/b/a indie Semiconductor, a California limited liability
company (“OpCo”), each ADK Blocker, ADK Service Provider Holdco, LLC and the Company Securityholder Representative
named therein entered into a Master Transactions Agreement, dated as of December 14, 2020 (as amended from time to time, the “Merger
Agreement”);


 


WHEREAS, the TRA Parties directly
or indirectly hold limited liability company units (the “Units”) in OpCo, which is classified as a partnership for
United States federal income tax purposes;


 


WHEREAS, the Corporate Taxpayer
is the Manager of OpCo, and holds and will hold, directly and/or indirectly, Units;


 


WHEREAS, each Blocker is taxable
as a corporation for U.S. federal income tax purposes;


 


WHEREAS, in connection with
the Mergers (as defined in the Merger Agreement), the shareholders of each Blocker will enter into certain reorganization transactions
with the Corporate Taxpayer (the “Reorganization Transactions”), and as a result of such transactions the Corporate
Taxpayer will obtain or be entitled to certain Tax benefits as further described herein;


 


WHEREAS, the Units held by the
TRA Parties may be exchanged for Class A common stock (the “Class A Shares”) of the Corporate Taxpayer, subject to
the provisions of the Eighth Amended and Restated Operating Agreement of OpCo (as amended from time to time, the “LLC Agreement”)
and the Exchange Agreement, dated as of June 10, 2021, among the Corporate Taxpayer and the holders of Units from time to time party thereto
(as amended from time to time, the “Exchange Agreement”);


 


WHEREAS, OpCo is currently treated
as a partnership for United States federal income tax purposes and will have in effect an election under Section 754 of the United States
Internal Revenue Code of 1986, as amended (the “Code”), for each Taxable Year in which a taxable acquisition (including
a deemed taxable acquisition under Section 707(a) of the Code) of Units by the Corporate Taxpayer from the TRA Parties in exchange for
Class A Shares or other consideration (each such acquisition in exchange for such consideration, an “Exchange”) occurs;


 






     


     


    

 


WHEREAS, the income, gain, loss,
expense and other Tax items of the Corporate Taxpayer Group may be affected by the Basis Adjustments, the Blocker NOLs and the Imputed
Interest; and


 


WHEREAS, the Parties hereto
are entering into this Agreement to set forth the agreements regarding the sharing of certain Tax benefits realized by the Corporate Taxpayer
Group.


 


NOW, THEREFORE, in consideration
of the foregoing and the respective covenants and agreements set forth herein, and intending to be legally bound hereby, the parties hereto
agree as follows:


 


Article
I

DEFINITIONS


 


Section 1.1Definitions.
As used in this Agreement, the terms set forth in this Article I shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined).


 


“Affiliate”
means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled
by, or is under common Control with, such first Person.


 


“Agreed Rate” means
LIBOR plus 100 basis points.


 


“Basis Adjustment”
means the adjustment to the tax basis of a Reference Asset under Sections 732, 734(b), 754 and 1012 of the Code (in situations where,
as a result of one or more Exchanges, OpCo becomes an entity that is disregarded as separate from its owner for United States federal
income tax purposes) or under Sections 734(b), 743(b) and 754 of the Code (in situations where, following an Exchange, OpCo remains in
existence as an entity treated as a partnership for United States federal income tax purposes) and, in each case, comparable sections
of state and local tax laws, as a result of an Exchange and the payments made pursuant to this Agreement. For the avoidance of doubt,
the amount of any Basis Adjustment resulting from an Exchange of one or more Units shall be determined without regard to any Pre-Exchange
Transfer of such Units and as if any such Pre-Exchange Transfer had not occurred.


 


A “Beneficial Owner”
of a security is a Person who directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has
or shares: (i) voting power, which includes the power to vote, or to direct the voting of, such security and/or (ii) investment power,
which includes the power to dispose of, or to direct the disposition of, such security. The terms “Beneficially Own”
and “Beneficial Ownership” shall have correlative meanings.


 


“Blocker”
means each of Anthem ADK Holdings, Inc., GoDubs Inc (Walden), indie Semi Blocker Corporation, and Reggae Semiconductor, Inc..


 






    2


     


    

 


“Blocker NOLs”
means the net operating losses, capital losses, disallowed interest expense carryforwards under Section 163(j) of the Code and credit
carryforwards of each Blocker relating to taxable periods ending on or prior to the Closing Date.


 


“Board” means the Board
of Directors of the Corporate Taxpayer.


 


“Business Day”
means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America
or the State of New York shall not be regarded as a Business Day.


 


“Change of Control”
means the occurrence of any of the following events:


 


(i) any
Person or any group of Persons acting together which would constitute a “group” for purposes of Section 13(d) of the Exchange
Act or any successor provisions thereto (excluding (a) a corporation or other entity owned, directly or indirectly, by the stockholders
of the Corporate Taxpayer in substantially the same proportions as their ownership of stock of the Corporate Taxpayer) is or becomes the
Beneficial Owner, directly or indirectly, of securities of the Corporate Taxpayer representing more than 50% of the combined voting power
of the Corporate Taxpayer’s then outstanding voting securities; or


 


(ii) the
following individuals cease for any reason to constitute a majority of the number of directors of the Corporate Taxpayer then serving:
individuals who, on the Closing Date, constitute the Board and any new director whose appointment or election by the Board or nomination
for election by the Corporate Taxpayer’s shareholders was approved or recommended by a vote of at least two-thirds of the directors
then still in office who either were directors on the Closing Date or whose appointment, election or nomination for election was previously
so approved or recommended by the directors referred to in this clause (ii); or


 


(iii) there
is consummated a merger or consolidation of the Corporate Taxpayer with any other corporation or other entity, and, immediately after
the consummation of such merger or consolidation, either (x) the board of directors immediately prior to the merger or consolidation does
not constitute at least a majority of the board of directors of the company surviving the merger or, if the surviving company is a Subsidiary,
the ultimate parent thereof, or (y) the voting securities of the Corporate Taxpayer immediately prior to such merger or consolidation
do not continue to represent or are not converted into more than 50% of the combined voting power of the then outstanding voting securities
of the Person resulting from such merger or consolidation or, if the surviving company is a Subsidiary, the ultimate parent thereof; or


 


(iv) the
shareholders of the Corporate Taxpayer approve a plan of complete liquidation or dissolution of the Corporate Taxpayer or there is consummated
an agreement or series of related agreements for the sale, lease or other disposition, directly or indirectly, by the Corporate Taxpayer
of all or substantially all of the assets of the Corporate Taxpayer and its Subsidiaries, taken as a whole, other than such sale or other
disposition by the Corporate Taxpayer of all or substantially all of the assets of the Corporate Taxpayer and its Subsidiaries, taken
as a whole, to an entity at least 50% of the combined voting power of the voting securities of which are owned by shareholders of the
Corporate Taxpayer in substantially the same proportions as their ownership of the Corporate Taxpayer immediately prior to such sale.


 






    3


     


    

 


Notwithstanding the foregoing,
except with respect to clause (ii) and clause (iii)(x) above, a “Change of Control” shall not be deemed to have occurred by
virtue of the consummation of any transaction or series of integrated transactions immediately following which the record holders of the
shares of the Corporate Taxpayer immediately prior to such transaction or series of transactions continue to have substantially the same
proportionate ownership in, and own substantially all of the shares of, an entity which owns all or substantially all of the assets of
the Corporate Taxpayer immediately following such transaction or series of transactions.


 


“Closing Date”
means the date of the consummation of the transactions contemplated by the Merger Agreement.


 


“Control” means
the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether
through ownership of voting securities, by contract or otherwise.


 


“Corporate Taxpayer
Group” means the Corporate Taxpayer, any direct or indirect Subsidiary of the Corporate Taxpayer and any consolidated, combined,
unitary or similar group of entities that join in filing any Tax Return.


 


“Corporate Taxpayer
Return” means the federal and/or state and/or local Tax Return, as applicable, of the Corporate Taxpayer filed with respect
to Taxes of any Taxable Year.


 


“Cumulative Net Realized
Tax Benefit” for a Taxable Year means the cumulative amount of Realized Tax Benefits for all Taxable Years of the Corporate
Taxpayer, up to and including such Taxable Year, net of the cumulative amount of Realized Tax Detriments for the same period. The Realized
Tax Benefit and Realized Tax Detriment for each Taxable Year shall be determined based on the most recent Tax Benefit Schedules or Amended
Schedules, if any, in existence at the time of such determination.


 


“Default Rate” means the LIBOR plus 500
basis points.


 


“Determination”
shall have the meaning ascribed to such term in Section 1313(a) of the Code or similar provision of state, foreign or local tax law, as
applicable, or any other event (including the execution of IRS Form 870-AD) that finally and conclusively establishes the amount of any
liability for Tax.


 


“Early Termination
Date” means the date of an Early Termination Notice for purposes of determining the Early Termination Payment.


 


“Early Termination Rate” means the LIBOR
plus 100 basis points.


 






    4


     


    

 


“Exchange”
shall have meaning provided in the Recitals; provided, however, that for the avoidance of doubt, a distribution of cash
to the members of OpCo on or around the Closing Date, which will be treated for U.S. federal income tax purposes, in whole or in part,
as a deemed sale of partnership interests in OpCo to the Corporate Taxpayer pursuant to Section 707(a) and 743(b) of the Code) shall each
be treated as Exchanges. The terms “Exchanged” and “Exchanges” shall have correlative meanings.


 


“Exchange Date” means the date of any Exchange.


 


“Hypothetical Tax Liability”
means, with respect to any Taxable Year, the liability for Taxes of (i) the Corporate Taxpayer and (ii) without duplication, OpCo, but
only with respect to Taxes imposed on OpCo and allocable to the Corporate Taxpayer Group, in each case using the same methods, elections,
conventions and similar practices used on the relevant Corporate Taxpayer Return, but (a) using the Non-Stepped Up Tax Basis as reflected
on the Basis and Attribute Schedule including amendments thereto for the Taxable Year, (b) excluding any Blocker NOLs and (c) excluding
any deduction attributable to Imputed Interest for the Taxable Year. For the avoidance of doubt, Hypothetical Tax Liability shall be determined
without taking into account the carryover or carryback of any Tax item (or portions thereof) that is attributable to the Basis Adjustment,
Blocker NOLs or Imputed Interest, as applicable.


 


“Imputed Interest”
in respect of a TRA Party shall mean any interest imputed under Section 1272, 1274 or 483 or other provision of the Code and any similar
provision of state, foreign or local tax law with respect to the Corporate Taxpayer’s payment obligations in respect of such TRA
Party under this Agreement. For the avoidance of doubt, the deduction for the amount of Imputed Interest as determined with respect to
any Net Tax Benefit payable by the Corporate Taxpayer to a TRA Party shall be excluded in determining the Hypothetical Tax Liability of
the Corporate Taxpayer for purposes of calculating Realized Tax Benefits and Realized Tax Detriments pursuant to this Agreement.


 


“IRS” means the United States Internal Revenue
Service.


 


“LIBOR” means
during any period, an interest rate per annum equal to the one-year LIBOR reported, on the date two calendar days prior to the first day
of such period, on the Telerate Page 3750 (or if such screen shall cease to be publicly available, as reported on Reuters Screen page
“LIBOR01” or by any other publicly available source of such market rate) for London interbank offered rates for United States
dollar deposits for such period. Notwithstanding the foregoing sentence: (i) if the Corporate Taxpayer reasonably determines, in good
faith consultation with the TRA Party Representative, on or prior to the relevant date of determination that the relevant London interbank
offered rate for U.S. dollar deposits has been discontinued or such rate has ceased to be published permanently or indefinitely, then
“LIBOR” for the relevant interest period shall be deemed to refer to a substitute or successor rate that the Corporate Taxpayer
reasonably determines, in good faith consultation with the TRA Party Representative, after consulting an investment bank of national standing
in the United States and other reasonable sources, to be (a) the industry-accepted successor rate to the relevant London interbank offered
rate for U.S. dollar deposits or (b) if no such industry-accepted successor rate exists, the most comparable substitute or successor rate
to the relevant London interbank offered rate for U.S. dollar deposits; and (ii) if the Corporate Taxpayer has determined a substitute
or successor rate in accordance with the foregoing, the Corporate Taxpayer may reasonably determine, in good faith consultation with the
TRA Party Representative, after consulting an investment bank of national standing in the United States and other reasonable sources,
any relevant methodology for calculating such substitute or successor rate, including any adjustment factor it reasonably determines,
in good faith consultation with the TRA Party, is needed to make such substitute or successor rate comparable to the relevant London interbank
offered rate for U.S. dollar deposits, in a manner that is consistent with industry-accepted practices for such substitute or successor
rate. In the event that the TRA Party Representative disagrees with any determination by the Corporate Taxpayer set forth in this paragraph,
and such disagreement is not resolved within thirty (30) days of submission by the TRA Party Representative of notice of such disagreement
to the Corporate Taxpayer, such disagreement shall be deemed a “Reconciliation Dispute,” and shall be subject to the Reconciliation
Procedures set forth in Section 7.9 hereof.


 






    5


     


    

 


“Market Value”
shall mean the closing price of the Class A Shares on the applicable Exchange Date on the national securities exchange or interdealer
quotation system on which such Class A Shares are then traded or listed, as reported by the Bloomberg; provided, that if
the closing price is not reported by the Bloomberg for the applicable Exchange Date, then the Market Value shall mean the closing
price of the Class A Shares on the Business Day immediately preceding such Exchange Date on the national securities exchange or interdealer
quotation system on which such Class A Shares are then traded or listed, as reported by the Bloomberg; provided, further,
that if the Class A Shares are not then listed on a national securities exchange or interdealer quotation system, “Market Value”
shall mean the cash consideration paid for Class A Shares, or the fair market value of the other property delivered for Class A Shares,
as determined by the Board in good faith.


 


“Non-Stepped Up Tax
Basis” means, with respect to any Reference Asset at any time, the Tax basis that such asset would have had at such time if
no Basis Adjustments had been made.


 


“Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association, organization,
governmental entity or other entity.


 


“Pre-Exchange Transfer”
means any transfer (including upon the death of a Member) or distribution in respect of one or more Units (a) that occurs prior to an
Exchange of such Units, and (b) to which Section 743(b) or 734(b) of the Code applies.


 


“Realized Tax Benefit”
means, for a Taxable Year, the excess, if any, of the Hypothetical Tax Liability over the actual liability for Taxes of (a) the Corporate
Taxpayer and (b) without duplication, OpCo, but only with respect to Taxes imposed on OpCo and allocable to the Corporate Taxpayer or
to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year. If all or a portion
of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year,
such liability shall not be included in determining the Realized Tax Benefit unless and until there has been a Determination.


 






    6


     


    

 


“Realized Tax Detriment”
means, for a Taxable Year, the excess, if any, of the actual liability over the Hypothetical Tax Liability for Taxes of (a) the Corporate
Taxpayer and (b) without duplication, OpCo, but only with respect to Taxes imposed on OpCo and allocable to the Corporate Taxpayer or
to the other members of the consolidated group of which the Corporate Taxpayer is the parent for such Taxable Year. If all or a portion
of the actual liability for such Taxes for the Taxable Year arises as a result of an audit by a Taxing Authority of any Taxable Year,
such liability shall not be included in determining the Realized Tax Detriment unless and until there has been a Determination.


 


“Reference Asset”
means any tangible or intangible asset that is held by OpCo, or by any of its direct or indirect Subsidiaries at the time of an Exchange.
A Reference Asset also includes any asset that is “substituted basis property” under Section 7701(a)(42) of the Code with
respect to a Reference Asset.


 


“Schedule”
means any of the following: (a) a Basis and Attribute Schedule, (b) a Tax Benefit Schedule, or (c) the Early Termination Schedule.


 


“Subsidiaries”
means, with respect to any Person, as of any date of determination, any other Person as to which such Person, owns, directly or indirectly,
or otherwise controls more than 50% of the voting power or other similar interests or the sole general partner interest or managing member
or similar interest of such Person.


 


“Subsidiary Stock”
means any stock or other equity interest in any subsidiary entity of OpCo that is treated as a corporation for United States federal income
tax purposes.


 


“Tax Return”
means any return, declaration, report or similar statement required to be filed with respect to Taxes (including any attached schedules),
including (without limitation) any information return, claim for refund, amended return and declaration of estimated Tax.


 


“Taxable Year”
means a taxable year of the Corporate Taxpayer as defined in Section 441(b) of the Code or comparable section of state or local tax law,
as applicable (and, therefore, for the avoidance of doubt, may include a period of less than 12 months for which a Tax Return is made),
ending on or after the Closing Date.


 


“Taxes” means
any and all United States federal, state, local and foreign taxes, assessments or similar charges that are based on or measured with respect
to net income or profits (including any franchise taxes based on or measured with respect to net income or profits), and any interest
related to such Tax.


 


“Taxing Authority”
shall mean any domestic, federal, national, state, county or municipal or other local government, any subdivision, agency, commission
or authority thereof, or any quasi-governmental body exercising any taxing authority or any other authority exercising Tax regulatory
authority.


 






    7


     


    

 


“TRA Party Representative”
means, initially, Donald McClymont, or, if Mr. McClymont becomes unable to perform the TRA Party Representative’s responsibilities
hereunder or resigns from such position, either (x) a replacement TRA Party Representative selected by Mr. McClymont, or (y) if Mr. McClymont
has not selected a substitute TRA Party Representative at or prior to the time of such inability or resignation, that TRA Party or committee
of TRA Parties determined by a plurality vote of the TRA Parties ratably in accordance with their right to receive Early Termination Payments
hereunder if all TRA Parties had fully Exchanged their Units for Class A Shares or other consideration and the Corporate Taxpayer had
exercised its right of early termination on the date of the most recent Exchange.


 


“Treasury
Regulations” means the final, temporary and proposed regulations under the Code promulgated from time to time (including corresponding
provisions and succeeding provisions) as in effect for the relevant taxable period.


 


“Valuation
Assumptions” shall mean, as of an Early Termination Date, the assumptions that in each Taxable Year ending on or after such
Early Termination Date, (a) the Corporate Taxpayer will have taxable income sufficient to fully utilize (i) the deductions arising from
the Basis Adjustments, the Blocker NOLs and the Imputed Interest during such Taxable Year or future Taxable Years (including, for the
avoidance of doubt, Basis Adjustments and Imputed Interest that would result from future Tax Benefit Payments that would be paid in accordance
with the Valuation Assumptions) in which such deductions would become available and (ii) any loss or credit carryovers generated by deductions
or losses arising from Basis Adjustments, the Blocker NOLs or Imputed Interest that are available in the Taxable year that includes the
Early Termination Date and any Blocker NOLs that have not been previously utilized in determining a Tax Benefit Payment as of the Early
Termination Date will be utilized by the Corporate Taxpayer in the earliest possible Taxable Year permitted by the Code and the Treasury
Regulations from the Early Termination Date, (b) the United States federal, state and local income tax rates that will be in effect for
each such Taxable Year will be those specified for each such Taxable Year by the Code and other law as in effect on the Early Termination
Date, except to the extent any change to such tax rates for such Taxable Year has already been enacted into law, (c) any non-amortizable
assets will be disposed of on the fifteenth anniversary of the applicable Basis Adjustment and any short-term investments will be disposed
of 12 months following the Early Termination Date; provided that, in the event of a Change of Control, such non-amortizable assets
shall be deemed disposed of at the time of sale of the relevant asset (if earlier than such fifteenth anniversary), and (d) if, at the
Early Termination Date, there are Units that have not been Exchanged, then each such Unit is treated as Exchanged for the Market Value
of the Class A Shares or the amount of cash that would be transferred to such Person if the Exchange occurred on the Early Termination
Date.


 






    8


     


    

 


Section 1.2Other Definitions.
As used in this Agreement, the following terms are defined in the Sections indicated below:


 


	Term	 	 	Section
	Agreement	 	 	Recitals
	Amended Schedule	 	 	Section 2.2
	Basis and Attribute Schedule	 	 	Section 2.1
	Blocker Parties	 	 	Schedule A
	Catchup Payment	 	 	Schedule A
	Class A Shares	 	 	Recitals
	Code	 	 	Recitals
	Corporate Taxpayer	 	 	Recitals
	Dispute	 	 	Section 7.8(a)
	Early Termination Effective Date	 	 	Section 4.2
	Early Termination Notice	 	 	Section 4.2
	Early Termination Payment	 	 	Section 4.3(b)
	Early Termination Schedule	 	 	Section 4.2
	Exchange Agreement	 	 	Recitals
	Expert	 	 	Section 7.9
	Held Back Amount	 	 	Schedule A
	Joinder Requirement	 	 	Section 7.6(a)
	LLC Agreement	 	 	Recitals
	Material Objection Notice	 	 	Section 4.2
	Mergers	 	 	Recitals
	Merger Agreement	 	 	Recitals
	Net Tax Benefit	 	 	Section 3.1(b)
	Objection Notice	 	 	Section 2.2(a)
	Partial Payment	 	 	Schedule A
	Reconciliation Dispute	 	 	Section 7.9
	Reconciliation Procedures	 	 	Section 2.2(a)
	Reorganization Transactions	 	 	Recitals
	Senior Obligations	 	 	Section 5.1
	Tax Benefit Payment	 	 	Section 3.1(b)
	Tax Benefit Schedule	 	 	Section 2.2(a)
	TRA Party	 	 	Recitals
	Units	 	 	Recitals


 


Article
II

DETERMINATION OF CERTAIN REALIZED TAX BENEFIT


 


Section 2.1Basis and
Attribute Schedule. Within one hundred twenty (120) calendar days after the filing of the United States federal income tax return
of the Corporate Taxpayer for the Taxable Year in which the Reorganization Transactions are effected, and for each Taxable Year thereafter,
the Corporate Taxpayer shall deliver to each TRA Party a schedule (the “Basis and Attribute Schedule”) that shows,
in reasonable detail necessary to perform the calculations required by this Agreement, to the extent applicable in each case: (a) the
Non-Stepped Up Tax Basis of the Reference Assets in respect of such TRA Party as of each applicable Exchange Date, (b) the Basis Adjustment
with respect to the Reference Assets in respect of such TRA Party as a result of the Exchanges effected in such Taxable Year by such
TRA Party, calculated in the aggregate, (c) the period (or periods) over which the Reference Assets in respect of such TRA Party are
amortizable and/or depreciable, (d) the period (or periods) over which each Basis Adjustment in respect of such TRA Party is amortizable
and/or depreciable, (e) the Blocker NOLs, and (f) any applicable limitations on the use of such Blocker NOLs for Tax purposes (including
under Section 382 of the Code). For the avoidance of doubt, the Basis and Attribute Schedule shall reflect all changes in the bases of
Reference Assets arising other than from a Basis Adjustment (e.g., as the result of an audit). Each Basis and Attribute Schedule will
become final and binding on the Parties as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the
procedures set forth in Section 2.3(b)).


 






    9


     


    

 


Section 2.2Tax Benefit
Schedule.


 


(a) Tax
Benefit Schedule. Within one hundred twenty (120) calendar days after the filing of the United States federal income tax return of
the Corporate Taxpayer for each Taxable Year in which there is a Realized Tax Benefit or Realized Tax Detriment, the Corporate Taxpayer
shall provide to each TRA Party a schedule showing, in reasonable detail, the calculation of the Tax Benefit Payment or Realized Tax Detriment
for such Taxable Year and the allocation of any Net Tax Benefit among the TRA Parties, which allocation shall be made in accordance with
Schedule A (a “Tax Benefit Schedule”). Each Tax Benefit Schedule will become final and binding on the Parties
as provided in Section 2.3(a) and may be amended as provided in Section 2.3(b) (subject to the procedures set forth in Section 2.3(b)).


 


(b) Applicable
Principles. Subject to Section 3.3(a), the Realized Tax Benefit or Realized Tax Detriment for each Taxable Year is intended to measure
the decrease or increase in the actual liability for Taxes of the Corporate Taxpayer for such Taxable Year attributable to the Basis Adjustments,
the Blocker NOLs and Imputed Interest, determined using a “with and without” methodology. For the avoidance of doubt, the
actual liability for Taxes will take into account the deduction of the portion of the Tax Benefit Payment that must be accounted for as
interest under the Code based upon the characterization of Tax Benefit Payments as additional consideration payable by the Corporate Taxpayer
for the Units acquired in an Exchange. Carryovers or carrybacks of any Tax item attributable to the Basis Adjustments, Blocker NOLs and
Imputed Interest shall be considered to be subject to the rules of the Code and the Treasury Regulations or the appropriate provisions
of U.S. state and local income and franchise tax law, as applicable, governing the use, limitation and expiration of carryovers or carrybacks
of the relevant type. If a carryover or carryback of any Tax item includes a portion that is attributable to the Basis Adjustment, Blocker
NOLs or Imputed Interest (a “TRA Portion”) and another portion that is not, such portions shall be considered to be
used in accordance with the “with and without” methodology. For the avoidance of doubt, the TRA Portion of any Tax item when
such item is incurred shall be determined using a marginal “with and without” methodology by calculating (i) the amount of
such Tax item for all Tax purposes taking into account the Basis Adjustments, Blocker NOLs or Imputed Interest and (ii) the amount of
such Tax item for all Tax purposes without taking into account the Basis Adjustments, Blocker NOLs or Imputed Interest, with the TRA Portion
equal to the excess of the amount specified in clause (i) over the amount specified in clause (ii) (but only if such excess is greater
than zero). The parties agree that (1) all Tax Benefit Payments made to a TRA Party (other than the Blocker Parties) and attributable
to the Basis Adjustments (other than amounts accounted for as Imputed Interest) will be treated as subsequent upward purchase price adjustments
that have the effect of creating additional Basis Adjustments to Reference Assets for the Corporate Taxpayer in the year of payment, and
(2) as a result, such additional Basis Adjustments will be incorporated into the current year calculation and into future year calculations,
as appropriate.


 






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Section 2.3Procedures,
Amendments.


 


(a) Procedure.
Every time the Corporate Taxpayer delivers to a TRA Party an applicable Schedule under this Agreement, including any Amended Schedule
delivered pursuant to Section 2.2(b), and any Early Termination Schedule or amended Early Termination Schedule, the Corporate Taxpayer
shall also (x) deliver to such TRA Party supporting schedules, valuation reports, if any, and work papers, as determined by the Corporate
Taxpayer or requested by such TRA Party, providing reasonable detail regarding the preparation of the Schedule and (y) allow such TRA
Party reasonable access, at no cost to the appropriate representatives at the Corporate Taxpayer, as determined by the Corporate Taxpayer
or requested by such TRA Party, in connection with the review of such Schedule. Without limiting the generality of the preceding sentence,
the Corporate Taxpayer shall ensure that each Tax Benefit Schedule delivered to a TRA Party, together with any supporting schedules and
work papers, provides a reasonably detailed presentation of the calculation of the actual liability of the Corporate Taxpayer for Taxes,
the Hypothetical Tax Liability, and identifies any material assumptions or operating procedures or principles that were used for purposes
of such calculations. An applicable Schedule or amendment thereto shall become final and binding on all parties thirty (30) calendar days
from the date on which all relevant TRA Parties are treated as having received the applicable Schedule or amendment thereto under Section
7.1 unless the TRA Party Representative (i) within thirty (30) calendar days from such date provides the Corporate Taxpayer with notice
of an objection to such Schedule (“Objection Notice”) or (ii) provides a written waiver of such right of any Objection
Notice within the period described in clause (i) above, in which case such Schedule or amendment thereto shall become binding on the date
such waiver is received by the Corporate Taxpayer. If the Corporate Taxpayer and the TRA Party Representative, for any reason, are unable
to successfully resolve the issues raised in the Objection Notice within thirty (30) calendar days after receipt by the Corporate Taxpayer
of an Objection Notice, the Corporate Taxpayer and the TRA Party Representative shall employ the reconciliation procedures as described
in Section 7.9 of this Agreement (the “Reconciliation Procedures”).


 


(b) Amended
Schedule. The applicable Schedule for any Taxable Year may be amended from time to time by the Corporate Taxpayer (i) in connection
with a Determination affecting such Schedule, (ii) to correct inaccuracies in the Schedule identified as a result of the receipt of additional
factual information relating to a Taxable Year after the date the Schedule was provided to a TRA Party, (iii) to comply with the Expert’s
determination under the Reconciliation Procedures, (iv) to reflect a change in the Realized Tax Benefit or Realized Tax Detriment for
such Taxable Year attributable to a carryback or carryforward of a loss or other Tax item to such Taxable Year, (v) to reflect a change
in the Realized Tax Benefit or Realized Tax Detriment for such Taxable Year attributable to an amended Tax Return filed for such Taxable
Year, or (vi) to adjust an applicable Basis and Attribute Schedule to take into account payments made pursuant to this Agreement (any
such Schedule, an “Amended Schedule”). The Corporate Taxpayer shall provide an Amended Schedule to each TRA Party within
thirty (30) calendar days of the occurrence of an event referenced in clauses (i) through (vi) of the preceding sentence.


 






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Article
III

TAX BENEFIT PAYMENTS


 


Section 3.1Payments.


 


(a) Payments.
Subject to Section 3.3, within ten (10) Business Days after all the Tax Benefit Schedules with respect to the taxable year delivered to
the TRA Party become final in accordance with Article II of this Agreement, Corporate Taxpayer shall pay or cause to be paid to each applicable
TRA Party for such taxable year such TRA Party’s Tax Benefit Payment (if any) determined in accordance with and subject to Section
3.1(b) and the applicable final Tax Benefit Schedule. Each such payment shall be made by wire or Automated Clearing House transfer of
immediately available funds to the bank account previously designated by the applicable TRA Party to Corporate Taxpayer or as otherwise
agreed by Corporate Taxpayer and the applicable Exchanged Owner. For the avoidance of doubt, no Tax Benefit Payment shall be made in respect
of estimated tax payments, including, without limitation, estimated U.S. federal income tax payments.


 


(b) A “Tax Benefit
Payment” in respect of a TRA Party for a Taxable Year means an amount, not less than zero, which Corporate Taxpayer is required
to pay or cause to be paid pursuant to this Section 3.1, equal to the sum of the Net Tax Benefit that is allocable to such TRA Party and
the Interest Amount with respect thereto (less any Held Back Amount). For the avoidance of doubt, for Tax purposes, the Interest Amount
shall not be treated as interest but instead shall be treated as additional consideration for the acquisition of Units in Exchanges, unless
otherwise required by law. Subject to Section 3.3(a), the “Net Tax Benefit” for a Taxable Year shall be an amount equal
to eighty-five percent (85%) of the Cumulative Net Realized Tax Benefit, if any, as of the end of such Taxable Year, over the total amount
of payments previously made under this Section 3.1 (excluding payments attributable to Interest Amounts); provided that, for the
avoidance of doubt, no such recipient shall be required to return any portion of any previously made Tax Benefit Payment. The “Interest
Amount” shall equal the interest on the Net Tax Benefit calculated at the Agreed Rate from the due date (without extensions)
for filing the Corporate Taxpayer Return with respect to Taxes for such Taxable Year until the payment date under Section 3.1(a) and Schedule
A. Notwithstanding the foregoing, for each Taxable Year ending on or after the date of a Change of Control that occurs after the Closing
Date, all Tax Benefit Payments shall be calculated by utilizing Valuation Assumptions (a), (c) and (d), substituting in each case the
terms “the closing date of a Change of Control” for an “Early Termination Date.”


 


Section 3.2No Duplicative
Payments. It is intended that the provisions of this Agreement will not result in duplicative payment of any amount (including interest)
required under this Agreement. The provisions of this Agreement shall be construed in the appropriate manner to ensure such intentions
are realized.


 


Section 3.3Pro Rata
Payments; Coordination of Benefits With Other Tax Receivable Agreements.


 


(a) Notwithstanding
anything in Section 3.1 to the contrary, to the extent that the aggregate Tax benefit of the Corporate Taxpayer with respect to the Basis
Adjustments, Blocker NOLs or Imputed Interest, as such terms are defined in this Agreement, is limited in a particular Taxable Year because
the Corporate Taxpayer does not have sufficient taxable income, the Net Tax Benefit for the Corporate Taxpayer shall be allocated among
all TRA Parties eligible for payments under this Agreement in proportion to the respective amounts of Net Tax Benefit that would have
been allocated to each such TRA Party if the Corporate Taxpayer had sufficient taxable income so that there were no such limitation. 


 






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(b) If
for any reason (including as contemplated by Section 3.3(a)) the Corporate Taxpayer does not fully satisfy its payment obligations to
make all Tax Benefit Payments due under this Agreement in respect of a particular Taxable Year, then the Corporate Taxpayer and the TRA
Parties agree that no Tax Benefit Payment shall be made in respect of any subsequent Taxable Year until all Tax Benefit Payments in respect
of prior Taxable Years have been made in full.


 


(c) Any
Tax Benefit Payment or Early Termination Payment required to be made by the Corporate Taxpayer to the TRA Parties under this Agreement
shall rank senior in right of payment to any principal, interest or other amounts due and payable in respect of any similar agreement
(“Other Tax Receivable Obligations”). The effect of any other similar agreement shall not be taken into account in
respect of any calculations made hereunder.


 


Article
IV

TERMINATION


 


Section 4.1Early Termination
and Breach of Agreement.


 


(a) The
Corporate Taxpayer may terminate this Agreement with respect to all amounts payable to the TRA Parties and with respect to all of the
Units held by the TRA Parties at any time by paying to each TRA Party the Early Termination Payment in respect of such TRA Party; provided,
however, that this Agreement shall only terminate upon the receipt of the Early Termination Payment by all TRA Parties; provided
further that the Corporate Taxpayer may withdraw any notice to execute its termination rights under this Section 4.1(a) prior to the
time at which any Early Termination Payment has been paid. Upon payment of the Early Termination Payment by the Corporate Taxpayer, none
of the TRA Parties or the Corporate Taxpayer shall have any further payment obligations under this Agreement, other than for any (i) Tax
Benefit Payment due and payable that remains outstanding as of the date the Early Termination Notice is delivered and (ii) Tax Benefit
Payment due for the Taxable Year ending with or including the date of the Early Termination Notice (except to the extent that the amount
described in clause (ii) is included in the Early Termination Payment). If an Exchange occurs after the Corporate Taxpayer makes all of
the required Early Termination Payments, the Corporate Taxpayer shall have no obligations under this Agreement with respect to such Exchange.


 






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(b) In
the event that the Corporate Taxpayer (1) breaches any of its material obligations under this Agreement, whether as a result of failure
to make any payment when due, failure to honor any other material obligation required hereunder or (2)(A) the Corporate Taxpayer commences
any case, proceeding or other action (i) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy,
insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate
it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other
relief with respect to it or its debts or (ii) seeking an appointment of a receiver, trustee, custodian, conservator or other similar
official for it or for all or any substantial part of its assets, or it shall make a general assignment for the benefit of creditors or
(B) there shall be commenced against the Corporate Taxpayer any case, proceeding or other action of the nature referred to in clause (A)
above that remains undismissed or undischarged for a period of sixty (60) days, all obligations hereunder shall be accelerated and such
obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such breach and shall include, but
not be limited to, (i) the Early Termination Payments calculated as if an Early Termination Notice had been delivered on the date of a
breach, (ii) any Tax Benefit Payment in respect of a TRA Party agreed to by the Corporate Taxpayer and such TRA Party as due and payable
but unpaid as of the date of a breach, and (iii) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with
or including the date of a breach; provided, that procedures similar to the procedures of Section 4.2 shall apply with respect
to the determination of the amount payable by the Corporate Taxpayer pursuant to this sentence. Notwithstanding the foregoing, in the
event that the Corporate Taxpayer breaches this Agreement, each TRA Party shall be entitled to elect to receive the amounts set forth
in clauses (i), (ii) and (iii) above or to seek specific performance of the terms hereof. The parties agree that the failure to make any
payment due pursuant to this Agreement within three months of the date such payment is due shall be deemed to be a breach of a material
obligation under this Agreement for all purposes of this Agreement, and that it will not be considered to be a breach of a material obligation
under this Agreement to make a payment due pursuant to this Agreement within three months of the date such payment is due. Notwithstanding
anything in this Agreement to the contrary, it shall not be a breach of this Agreement if the Corporate Taxpayer fails to make any Tax
Benefit Payment when due to the extent that the Corporate Taxpayer has insufficient funds to make such payment in the Corporate Taxpayer’s
sole judgment exercised in good faith; provided that the interest provisions of Section 5.2 shall apply to such late payment.


 


(c) In
the event of a Change of Control, then all obligations hereunder with respect to any Exchanges occurring prior to such Change of Control
shall be accelerated and such obligations shall be calculated as if an Early Termination Notice had been delivered on the date of such
Change of Control and shall include (1) the Early Termination Payments calculated with respect to such prior Exchanges as if the Early
Termination Date is the date of such Change of Control, (2) any Tax Benefit Payment due and payable and that remains unpaid as of the
date of such Change of Control, and (3) any Tax Benefit Payment in respect of any TRA Party due for the Taxable Year ending with or including
the date of such Change of Control. In the event of a Change of Control, any Early Termination Payment described in the preceding sentence
shall be calculated utilizing Valuation Assumptions (1), (2), (3) and (4), substituting in each case the terms “date of a Change
of Control” for an “Early Termination Date.” Any Exchanges with respect to which a payment has been made under this
Section 4.1(c) shall be excluded in calculating any future Tax Benefit Payments, or Early Termination Payments, and this Agreement shall
have no further application to such Exchanges.


 






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Section 4.2Early Termination
Notice. If the Corporate Taxpayer chooses to exercise its right of early termination under Section 4.1 above, the Corporate Taxpayer
shall deliver to each TRA Party a notice (“Early Termination Notice”) and a schedule (the “Early Termination
Schedule”) specifying the Corporate Taxpayer’s intention to exercise such right and showing in reasonable detail the
calculation of the Early Termination Payment(s) due for each TRA Party. Each Early Termination Schedule shall become final and binding
on all parties thirty (30) calendar days from the first date on which all TRA Parties are treated as having received such Schedule or
amendment thereto under Section 7.1 unless, prior to such thirtieth calendar day, the TRA Party Representative (a) provides the Corporate
Taxpayer with notice of a material objection to such Schedule made in good faith (“Material Objection Notice”) or
(b) provides a written waiver of such right of a Material Objection Notice, in which case such Schedule will become binding on the date
the waiver is received by the Corporate Taxpayer (the “Early Termination Effective Date”). If the Corporate Taxpayer
and the TRA Party Representative, for any reason, are unable to successfully resolve the issues raised in such notice within thirty (30)
calendar days after receipt by the Corporate Taxpayer of the Material Objection Notice, the Corporate Taxpayer and the TRA Party Representative
shall employ the Reconciliation Procedures in which case such Schedule shall become binding ten (10) calendar days after the conclusion
of the Reconciliation Procedures.


 


Section 4.3Payment upon
Early Termination.


 


(a) Within
three (3) calendar days after the Early Termination Effective Date, the Corporate Taxpayer shall pay to each TRA Party an amount equal
to the Early Termination Payment in respect of such TRA Party. Such payment shall be made, at the sole discretion of Corporate Taxpayer,
by wire or Automated Clearing House transfer of immediately available funds to a bank account or accounts designated by the applicable
TRA Party or as otherwise agreed by Corporate Taxpayer or the TRA Party.


 


(b) “Early
Termination Payment” in respect of a TRA Party shall equal the present value, discounted at the Early Termination Rate as of
the applicable Early Termination Effective Date, of all Tax Benefit Payments in respect of such TRA Party that would be required to be
paid by the Corporate Taxpayer beginning from the Early Termination Date and assuming that (i) the Valuation Assumptions in respect of
such TRA Party are applied (ii) for each Taxable Year, the Tax Benefit Payment is paid ninety-five (95) calendar days after the due date,
assuming an extension, of the U.S. federal income tax return of the Corporate Taxpayer and (iii) for purposes of calculating the Early
Termination Rate, LIBOR shall be LIBOR as of the date of the Early Termination Notice.


 


Section
4.4Scheduled Termination. No Tax Benefit Payment shall accrue, or shall become due or payable with respect to any
Exchange, after the 40th anniversary (the “Scheduled Termination Date”) of the effective date of such
Exchange. For avoidance of doubt, this Agreement shall continue to be in effect in periods after the Scheduled Termination Date with
respect to Tax Benefit Payments that arise on or before such date, or any adjustment thereto, and shall terminate upon such time as
all Tax Benefit Payments due and payable hereunder have been paid and the Determinations have been made with respect to all such
payments.


 






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Article
V

SUBORDINATION AND LATE PAYMENTS


 


Section 5.1Subordination.
Notwithstanding any other provision of this Agreement to the contrary, any Tax Benefit Payment or Early Termination Payment required
to be made by the Corporate Taxpayer to the TRA Parties under this Agreement shall rank subordinate and junior in right of payment to
any principal, interest or other amounts due and payable in respect of any obligations in respect of indebtedness for borrowed money
of the Corporate Taxpayer and its Subsidiaries (“Senior Obligations”), shall rank senior in right of payment to any
principal, interest or other amounts due and payable in respect of any Other Tax Receivable Obligation, and shall rank pari passu
with all current or future unsecured obligations of the Corporate Taxpayer that are not Senior Obligations or Other Tax Receivable
Obligations. To the extent that any payment under this Agreement is not permitted to be made at the time payment is due as a result of
this Section 5.1 and the terms of agreements governing Senior Obligations, such payment obligation nevertheless shall accrue for the
benefit of TRA Parties and the Corporate Taxpayer shall make such payments at the first opportunity that such payments are permitted
to be made in accordance with the terms of the Senior Obligations.


 


Section 5.2Late Payments
by the Corporate Taxpayer. The amount of all or any portion of any Tax Benefit Payment, Early Termination Payment, Partial Payment
or Catchup Payment not made to the TRA Parties when due under the terms of this Agreement shall be payable together with any interest
thereon, computed at the Default Rate and commencing from the date on which such Tax Benefit Payment, Early Termination Payment, Partial
Payment or Catchup Payment was due and payable.


 


Article
VI

NO DISPUTES; CONSISTENCY; COOPERATION


 


Section 6.1Participation
in the Corporate Taxpayer’s and OpCo’s Tax Matters. Except as otherwise provided herein, the Corporate Taxpayer shall
have full responsibility for, and sole discretion over, all Tax matters concerning the Corporate Taxpayer and OpCo, including the preparation,
filing or amending of any Tax Return and defending, contesting or settling any issue pertaining to Taxes. Notwithstanding the foregoing,
the Corporate Taxpayer shall notify the TRA Party Representative of, and keep the TRA Party Representative reasonably informed with respect
to, the portion of any audit of the Corporate Taxpayer and OpCo by a Taxing Authority the outcome of which is reasonably expected to
affect the rights and obligations of a TRA Party under this Agreement, and shall provide to the TRA Party Representative reasonable opportunity
to provide information and other input to the Corporate Taxpayer, OpCo and their respective advisors concerning the conduct of any such
portion of such audit; provided, however, that the Corporate Taxpayer and OpCo shall not be required to take any action
that is inconsistent with any provision of the LLC Agreement or Exchange Agreement.


 


Section 6.2Consistency.
The Corporate Taxpayer and the TRA Parties agree to report and cause to be reported for all purposes, including federal, state and local
Tax purposes and financial reporting purposes, all Tax-related items (including the Basis Adjustments and each Tax Benefit Payment) in
a manner consistent with that specified by the Corporate Taxpayer in any Schedule required to be provided by or on behalf of the Corporate
Taxpayer under this Agreement unless otherwise required by law.


 






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Section 6.3Cooperation.
Each of the TRA Parties shall (a) furnish to the Corporate Taxpayer in a timely manner such information, documents and other materials
as the Corporate Taxpayer may reasonably request for purposes of making any determination or computation necessary or appropriate under
this Agreement, preparing any Tax Return or contesting or defending any audit, examination or controversy with any Taxing Authority,
(b) make itself available to the Corporate Taxpayer and its representatives to provide explanations of documents and materials and such
other information as the Corporate Taxpayer or its representatives may reasonably request in connection with any of the matters described
in clause (a) above, and (c) reasonably cooperate in connection with any such matter, and the Corporate Taxpayer shall reimburse each
such TRA Party for any reasonable third-party costs and expenses incurred pursuant to this Section.


 


Article
VII

MISCELLANEOUS


 


Section 7.1Notices.
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed duly given and received
(a) on the date of delivery if delivered personally, or by facsimile or email with confirmation of transmission by the transmitting equipment
or (b) on the first Business Day following the date of dispatch if delivered by a recognized next-day courier service. All notices hereunder
shall be delivered as set forth below, or pursuant to such other instructions as may be designated in writing by the party to receive
such notice:


 


If to the Corporate Taxpayer, to:


 


Thunder Bridge Acquisition II, Ltd.

32 Journey, Suite 100

Aliso Viejo, California 92656

Attention: Ellen Bancroft, General Counsel

(949) 933-8093 (phone)

ellen@indiesemi.com


 


with a copy (which shall not constitute
notice to the Corporate Taxpayer) to:


 


Nelson Mullins Riley & Scarborough LLP

101 Constitution Ave NW, Suite 900

Washington, DC 20001

Attention: Jonathan Talcott

E. Peter Strand

(202) 689-2906 (phone)

Jon.talcott@nelsonmullins.com

Peter.strand@nelsonmullins.com


 


And


 


If to the TRA Parties, to the address
and other contact information set forth in the records of OpCo from time to time.


 


Any party may change its address, fax number or
email by giving the other party written notice of its new address, fax number or email in the manner set forth above.


 






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Section 7.2Counterparts.
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood
that all parties need not sign the same counterpart. Delivery of an executed signature page to this Agreement by facsimile transmission
shall be as effective as delivery of a manually signed counterpart of this Agreement.


 


Section 7.3Entire Agreement;
Third Party Beneficiaries. This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings,
both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall be binding upon and inure solely
to the benefit of each party hereto and their respective successors and permitted assigns, and nothing in this Agreement, express or
implied, is intended to or shall confer upon any other Person any right, benefit or remedy of any nature whatsoever under or by reason
of this Agreement.


 


Section 7.4Governing
Law; Jurisdiction; Waiver of Jury Trial. This Agreement shall be governed by the laws of the state of Delaware. The parties irrevocably
consent to the exclusive jurisdiction of the courts of the state of Delaware and of the federal courts sitting in the state of Delaware
in connection with any action relating to this Agreement and each party agrees (a) to the extent such party is not otherwise subject
to service of process in the State of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent
for acceptance of legal process, and (b) that, to the fullest extent permitted by applicable law, service of process may also be made
on such party by prepaid certified mail with a proof of mailing receipt validated by the United States Postal Service constituting evidence
of valid service, and that service made pursuant to (a) or (b) above shall, to the fullest extent permitted by applicable law, have the
same legal force and effect as if served upon such party personally within the State of Delaware. To the extent not prohibited by applicable
law, each party hereto waives and agrees not to assert, by way of motion, as a defense or otherwise, in any such proceeding brought in
the above-named courts, any claim that such party is not subject personally to the jurisdiction of such courts, that such party’s
property is exempt or immune from attachment or execution, that such proceeding is brought in an inconvenient forum, that the venue of
such proceeding is improper, or that this Agreement or the subject matter thereof, may not be enforced in or by such courts. Each of
the parties hereto hereby irrevocably and unconditionally waives trial by jury in any legal action or proceeding in relation to this
Agreement and for any counterclaim herein.


 


Section 7.5Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all
other terms and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance
of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any
term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions
contemplated hereby are consummated as originally contemplated to the greatest extent possible.


 






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Section 7.6Successors;
Assignment; Amendments; Waivers.


 


(a) Each
TRA Party may assign any of its rights under this Agreement to any Person as long as such transferee has executed and delivered, or, in
connection with such transfer, executes and delivers, a joinder to this Agreement, in form and substance reasonably satisfactory to the
Corporate Taxpayer (the “Joinder Requirement”), agreeing to become a TRA Party for all purposes of this Agreement;
provided, however, that to the extent any TRA Party sells, exchanges, distributes, or otherwise transfers Units to any Person
(other than the Corporate Taxpayer or the OpCo) in accordance with the terms of the Exchange Agreement and/or LLC Agreement, such TRA
Party shall have the option to assign to the transferee of such Units its rights under this Agreement with respect to such transferred
Units; provided, further, that such transferee has satisfied the Joinder Requirement. For the avoidance of doubt, if a TRA
Party transfers Units in accordance with the terms of the Exchange Agreement and/or LLC Agreement but does not assign to the transferee
of such Units its rights under this Agreement with respect to such transferred Units, such TRA Party shall continue to be entitled to
receive the Tax Benefit Payments arising in respect of a subsequent Exchange of such Units and such transferee may not enforce the provisions
of this Agreement. Notwithstanding any other provision of this Agreement, an assignee of only rights to receive a Tax Benefit Payment
in connection with an Exchange has no rights under this Agreement other than to enforce its right to receive a Tax Benefit Payment pursuant
to this Agreement.


 


(b) No
provision of this Agreement may be amended unless such amendment is approved in writing by the Corporate Taxpayer and by the TRA Party
Representative and no provision of this Agreement may be waived unless such waiver is in writing and signed by the party against whom
the waiver is to be effective (or, in the case of a waiver by all TRA Parties, signed by the TRA Party Representative); provided
that no such amendment or waiver shall be effective if such amendment or waiver will have a disproportionate and adverse effect on the
payments certain TRA Parties will or may receive under this Agreement unless such amendment or waiver is consented in writing by the TRA
Parties disproportionately and adversely affected who would be entitled to receive at least majority of the total amount of the Early
Termination Payments payable to all TRA Parties disproportionately and adversely affected hereunder if the Corporate Taxpayer had exercised
its right of early termination on the date of the most recent Exchange prior to such amendment or waiver (excluding, for purposes of this
sentence, all payments made to any TRA Party pursuant to this Agreement since the date of such most recent Exchange).


 


(c) All
of the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of and shall be enforceable by the parties
hereto and their respective successors, assigns, heirs, executors, administrators and legal representatives. The Corporate Taxpayer shall
require and cause any direct or indirect successor (whether by purchase, merger, consolidation or otherwise) to all or substantially all
of the business or assets of the Corporate Taxpayer, by written agreement, expressly to assume and agree to perform this Agreement in
the same manner and to the same extent that the Corporate Taxpayer would be required to perform if no such succession had taken place.


 






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Section 7.7Titles and
Subtitles. The titles of the sections and subsections of this Agreement are for convenience of reference only and are not to be considered
in construing this Agreement.


 


Section 7.8Reserved.


 


Section 7.9Reconciliation.
In the event that the Corporate Taxpayer and the TRA Party Representative are unable to resolve a disagreement with respect to the matters
(x) governed by Sections 2.2 and 4.2 or (y) described in the definition of “LIBOR” within the relevant period designated
in this Agreement (“Reconciliation Dispute”), the Reconciliation Dispute shall be submitted for determination to a
nationally recognized expert (the “Expert”) in the particular area of disagreement mutually acceptable to both parties.
The Expert shall be a partner or principal in a nationally recognized accounting or law firm, and unless the Corporate Taxpayer and the
TRA Party Representative agree otherwise, the Expert shall not, and the firm that employs the Expert shall not, have any material relationship
with the Corporate Taxpayer or the TRA Party Representative or other actual or potential conflict of interest. If the Corporate Taxpayer
and the TRA Party Representative are unable to agree on an Expert within fifteen (15) calendar days of receipt by the respondent(s) of
written notice of a Reconciliation Dispute, the Expert shall be appointed by the International Chamber of Commerce Centre for Expertise.
The Expert shall resolve any matter relating to the Basis and Attribute Schedule or an amendment thereto or the Early Termination Schedule
or an amendment thereto within thirty (30) calendar days and shall resolve any matter relating to a Tax Benefit Schedule or an amendment
thereto within fifteen (15) calendar days or as soon thereafter as is reasonably practicable, in each case after the matter has been
submitted to the Expert for resolution. Notwithstanding the preceding sentence, if the matter is not resolved before any payment that
is the subject of a disagreement would be due (in the absence of such disagreement) or any Tax Return reflecting the subject of a disagreement
is due, the undisputed amount shall be paid on the date prescribed by this Agreement and such Tax Return may be filed as prepared by
the Corporate Taxpayer, subject to adjustment or amendment upon resolution. The costs and expenses relating to the engagement of such
Expert or amending any Tax Return shall be borne by the Corporate Taxpayer except as provided in the next sentence. The Corporate Taxpayer
and the TRA Party Representative shall bear their own costs and expenses of such proceeding, unless (i) the Expert adopts the TRA Party
Representative’s position, in which case the Corporate Taxpayer shall reimburse the TRA Party Representative for any reasonable
out-of-pocket costs and expenses in such proceeding, or (ii) the Expert adopts the Corporate Taxpayer’s position, in which case
the TRA Party Representative shall reimburse the Corporate Taxpayer for any reasonable out-of-pocket costs and expenses in such proceeding.
Any dispute as to whether a dispute is a Reconciliation Dispute within the meaning of this Section 7.9 shall be decided by the Expert.
The Expert shall finally determine any Reconciliation Dispute and the determinations of the Expert pursuant to this Section 7.9 shall
be binding on the Corporate Taxpayer and each of the TRA Parties and may be entered and enforced in any court having jurisdiction.


 


Section 7.10Withholding.
The Corporate Taxpayer shall be entitled to deduct and withhold from any payment payable pursuant to this Agreement such amounts as the
Corporate Taxpayer is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state,
local or foreign tax law. To the extent that amounts are so withheld and paid over to the appropriate Taxing Authority by the Corporate
Taxpayer, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom
such withholding was made. Each TRA Party shall promptly provide the Corporate Taxpayer with any applicable tax forms and certifications
reasonably requested by the Corporate Taxpayer in connection with determining whether any such deductions and withholdings are required
under the Code or any provision of state, local or foreign tax law.


 






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Section 7.11Admission of
the Corporate Taxpayer into a Consolidated Group; Transfers of Corporate Assets.


 


(a) If
the Corporate Taxpayer is or becomes a member of an affiliated or consolidated group of corporations that files a consolidated income
tax return pursuant to Sections 1501 et seq. of the Code or any corresponding provisions of state or local law, then: (i) the provisions
of this Agreement shall be applied with respect to the group as a whole; and (ii) Tax Benefit Payments, Early Termination Payments and
other applicable items hereunder shall be computed with reference to the consolidated taxable income of the group as a whole.


 


(b) If
any entity that is obligated to make a Tax Benefit Payment or Early Termination Payment hereunder transfers one or more assets to a corporation
(or a Person classified as a corporation for United States federal income tax purposes) with which such entity does not file a consolidated
tax return pursuant to Section 1501 of the Code, such entity, for purposes of calculating the amount of any Tax Benefit Payment or Early
Termination Payment (e.g., calculating the gross income of the entity and determining the Realized Tax Benefit of such entity) due hereunder,
shall be treated as having disposed of such asset in a fully taxable transaction on the date of such transfer. The consideration deemed
to be received by such entity shall be equal to the gross fair market value of the transferred asset. For purposes of this Section 7.11(b),
a transfer of a partnership interest shall be treated as a transfer of the transferring partner’s share of each of the assets and
liabilities of that partnership allocated to such partner. If any member of a group described in Section 7.11(a) that is obligated to
make a Tax Benefit Payment or Early Termination Payment hereunder deconsolidates from the group (or the Corporate Taxpayer deconsolidated
from the group), then the Corporate Taxpayer shall cause such member (or the parent of the consolidated group in a case where the Corporate
Taxpayer deconsolidates from the group) to assume the obligation to make Tax Benefit Payments in a manner consistent with the terms of
its Agreement as the member actually realizes such Tax Benefits. If a member of a group described in Section 7.11(a) assumes an obligation
to make Tax Benefit Payments hereunder, then the initial obligor is relieved of the obligation assumed


 






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Section 7.12Confidentiality.


 


(a) Each
TRA Party and each of their assignees acknowledges and agrees that the information of the Corporate Taxpayer is confidential and, except
in the course of performing any duties as necessary for the Corporate Taxpayer and its Affiliates, as required by law or legal process
or to enforce the terms of this Agreement, such person shall keep and retain in confidence in accordance with this Agreement, and not
disclose to any Person, any confidential matters acquired pursuant to this Agreement of the Corporate Taxpayer and its Affiliates and
successors, concerning OpCo and its Affiliates and successors or the Members, learned by the TRA Party heretofore or hereafter. This Section
7.12 shall not apply to (i) any information that has been made publicly available by the Corporate Taxpayer or any of its Affiliates,
becomes public knowledge (except as a result of an act of the TRA Party in violation of this Agreement) or is generally known to the business
community, (ii) the disclosure of information to the extent necessary for the TRA Party to assert its rights hereunder or defend itself
in connection with any action or proceeding arising out of, or relating to, this Agreement, (iii) any information that was in the possession
of, or becomes available to, the TRA Party from a source other than the Corporate Taxpayer, its Affiliates or its or their respective
representatives (provided that such source is not known by the TRA Party to be bound by a legal, contractual or fiduciary confidentiality
obligation not to disclose such information) and (iv) the disclosure of information to the extent necessary for the TRA Party to prepare
and file its Tax Returns, to respond to any inquiries regarding the same from any governmental or taxing authority or to prosecute or
defend any action, proceeding or audit by any governmental or taxing authority with respect to such returns. Notwithstanding anything
to the contrary herein, each TRA Party and each of their assignees (and each employee, representative or other agent of the TRA Party
or its assignees, as applicable) may disclose to any and all Persons the tax treatment and tax structure of the Corporate Taxpayer, OpCo
and their Affiliates, and any of their transactions, and all materials of any kind (including opinions or other tax analyses) that are
provided to the TRA Party relating to such tax treatment and tax structure.


 


(b) If
a TRA Party or an assignee commits a breach, or threatens to commit a breach, of any of the provisions of this Section 7.12, the Corporate
Taxpayer shall have the right and remedy to seek to have the provisions of this Section 7.12 specifically enforced by injunctive relief
or otherwise by any court of competent jurisdiction without the need to post any bond or other security. Such rights and remedies shall
be in addition to, and not in lieu of, any other rights and remedies available at law or in equity.


 


Section 7.13Change in
Law. Notwithstanding anything herein to the contrary, if, in connection with an actual or proposed change in law, a TRA Party reasonably
believes that the existence of this Agreement could cause income (other than income arising from receipt of a payment under this Agreement)
recognized by the TRA Party upon any Exchange by such TRA Party to be treated as ordinary income rather than capital gain (or otherwise
taxed at ordinary income rates) for United States federal income tax purposes or would have other material adverse tax consequences to
such TRA Party, then at the election of such TRA Party and to the extent specified by such TRA Party, this Agreement (i) shall cease
to have further effect with respect to such TRA Party, (ii) shall not apply to an Exchange by such TRA Party occurring after a date specified
by such TRA Party, or (iii) shall otherwise be amended in a manner determined by such TRA Party; provided that such amendment
shall not result in an increase in payments under this Agreement at any time as compared to the amounts and times of payments that would
have been due in the absence of such amendment.


 


Section 7.14Reserved.


 






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Section 7.15Independent
Nature of TRA Parties’ Rights and Obligations. The obligations of each TRA Party hereunder are several and not joint with the
obligations of any other TRA Party, and no TRA Party shall be responsible in any way for the performance of the obligations of any other
TRA Party hereunder. The decision of each TRA Party to enter into this Agreement has been made by such TRA Party independently of any
other TRA Party. Nothing contained herein, and no action taken by any TRA Party pursuant hereto, shall be deemed to constitute the TRA
Parties as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the TRA Parties are
in any way acting in concert or as a group with respect to such obligations or the transactions contemplated hereby and the Corporate
Taxpayer acknowledges that the TRA Parties are not acting in concert or as a group, and the Corporate Taxpayer will not assert any such
claim, with respect to such obligations or the transactions contemplated hereby.


 


Section 7.16TRA Party Representative.


 


(a) Without
further action of any of the Corporate Taxpayer, the TRA Party Representative or any TRA Party, and as partial consideration in respect
of the benefits conferred by this Agreement, the TRA Party Representative is hereby irrevocably constituted and appointed as the TRA Party
Representative, with full power of substitution, to take any and all actions and make any decisions required or permitted to be taken
by the TRA Party Representative under this Agreement.


 


(b) If
at any time the TRA Party Representative shall incur out of pocket expenses in connection with the exercise of its duties hereunder, upon
written notice to the Corporate Taxpayer from the TRA Party Representative of documented costs and expenses (including fees and disbursements
of counsel and accountants) incurred by the TRA Party Representative in connection with the performance of its rights or obligations under
this Agreement and the taking of any and all actions in connection therewith, the Corporate Taxpayer shall reduce the future payments
(if any) due to the TRA Parties hereunder pro rata by the amount of such expenses which it shall instead remit directly to the TRA Party
Representative. In connection with the performance of its rights and obligations under this Agreement and the taking of any and all actions
in connection therewith, the TRA Party Representative shall not be required to expend any of its own funds (though, for the avoidance
of doubt but without limiting the provisions of this Section 7.16(b), it may do so at any time and from time to time in its sole discretion).


 






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(c) The
TRA Party Representative shall not be liable to any TRA Party for any act of the TRA Party Representative arising out of or in connection
with the acceptance or administration of its duties under this Agreement, except to the extent any liability, loss, damage, penalty, fine,
cost or expense is actually incurred by such TRA Party as a proximate result of the bad faith or willful misconduct of the TRA Party Representative
(it being understood that any act done or omitted pursuant to the advice of legal counsel shall be conclusive evidence of such good faith
judgment). The TRA Party Representative shall not be liable for, and shall be indemnified by the TRA Parties (on a several but not joint
basis) for, any liability, loss, damage, penalty or fine incurred by the TRA Party Representative (and any cost or expense incurred by
the TRA Party Representative in connection therewith and herewith and not previously reimbursed pursuant to subsection (b) above) arising
out of or in connection with the acceptance or administration of its duties under this Agreement, and such liability, loss, damage, penalty,
fine, cost or expense shall be treated as an expense subject to reimbursement pursuant to the provisions of subsection (b) above, except
to the extent that any such liability, loss, damage, penalty, fine, cost or expense is the proximate result of the bad faith or willful
misconduct of the TRA Party Representative (it being understood that any act done or omitted pursuant to the advice of legal counsel shall
be conclusive evidence of such good faith judgment); provided, however, in no event shall any TRA Party be obligated to indemnify
the TRA Party Representative hereunder for any liability, loss, damage, penalty, fine, cost or expense to the extent (and only to the
extent) that the aggregate amount of all liabilities, losses, damages, penalties, fines, costs and expenses indemnified by such TRA Party
hereunder is or would be in excess of the aggregate payments under this Agreement actually remitted to such TRA Party.


 


(d) Subject
to Section 7.6(b), a decision, act, consent or instruction of the TRA Party Representative shall constitute a decision of all TRA Parties
and shall be final, binding and conclusive upon each TRA Party, and the Corporate Taxpayer may rely upon any decision, act, consent or
instruction of the TRA Party Representative as being the decision, act, consent or instruction of each TRA Party. The Corporate Taxpayer
is hereby relieved from any liability to any person for any acts done by the Corporate Taxpayer in accordance with any such decision,
act, consent or instruction of the TRA Party Representative.


 


[The remainder of this page is intentionally
blank]


 






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IN WITNESS WHEREOF, the Corporate
Taxpayer, the TRA Party Representative and each TRA Party have duly executed this Agreement as of the date first written above.


 


	 	Corporate Taxpayer:
	 	 
	 	THUNDER BRIDGE ACQUISITION II, LTD.
	 	 	 
	 	By:	/s/ Gary Simanson
	 	Name:	Gary Simanson
	 	Title:	CEO
	 	 	 
	 	TRA Party Representative:
	 	 	 
	 	By:	/s/ Donald McClymont
	 	Name: 	Donald McClymont



 


[Signature Page – Tax Receivable Agreement]





 






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	 	TRA Parties:
	 	 	 
	 	By:	/s/ Donald McClymont
	 	Name: 	Donald McClymont
	 	 	 
	 	By:	/s/ Ichiro Aoki
	 	Name:	Ichiro Aoki
	 	 	 
	 	By:	/s/ Scott Kee
	 	Name:	Scott Kee
	 	 	 
	 	By:	/s/ David Kang
	 	Name:	David Kang
	 	 	 
	 	BISON CAPITAL PARTNERS IV, LP
	 	 	 
	 	By:	/s/ Peter Macdonald
	 	Name:	Peter Macdonald
	 	Title:	Managing Member
	 	 	 
	 	ANTHEM ADK HOLDINGS, INC.
	 	 	 
	 	By:	/s/ William Woodward
	 	Name:  	William Woodward

	 	Title:	Managing Member
	 	 	 
	 	INDIE SEMI BLOCKER CORPORATION
	 	 	 
	 	By:	/s/ Peter Macdonald
	 	Name:	Peter Macdonald
	 	Title:	President
	 	 	 
	 	REGGAE SEMICONDUCTOR, INC
	 	 	 
	 	By:	/s/ Maurice Gunderson
	 	Name:	Maurice Gunderson
	 	Title:	Director
	 	 	 
	 	GODUBS INC. (WALDEN)  
	 	 	 
	 	By:	/s/ Steve Fu
	 	Name:	Steve Fu
	 	Title:	 



 


[Signature Page – Tax Receivable Agreement]





 






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SCHEDULE A


 


In accordance with Section
3,1, the entire Net Tax Benefit for each Taxable Year shall be paid within five (5) Business Days after the date on which the Tax Benefit
Schedule for such Taxable Year becomes final in accordance with Section 2.2(a) (such final date, the “Payment Determination Date”),
provided that with respect to a Tax Benefit Payment arising solely out of Blocker NOLs, if a TRA Party has Exchanged less than
all of the Units held by such TRA Party immediately prior to the Closing Date (as indicated in the chart below), (i) such TRA Party’s
Tax Benefit Payment in respect of such Blocker NOLs shall be reduced by a percentage equal to the percentage of the Units still held by
such TRA Party on the Payment Determination Date (such partial amount paid, the “Partial Payment”), (ii) the amount
by which such payment shall have been reduced (the “Held Back Amount”) shall be set aside, segregated and held in trust
by the Corporate Taxpayer, and (iii) within [thirty (30) Business Days] after such TRA Party Exchanges any additional Units (an “Additional
Exchange”), the TRA Party shall be paid out of such Held Back Amount an amount (such additional payment, a “Catchup
Payment”) equal to (x) the amount such TRA Party would have been paid for such Taxable Year had such additional Units also been
Exchanged prior to such Payment Determination Date minus (y) the Partial Payment (and the aggregate amount of any Catchup Payments
previously made to such TRA Party out of such Held Back Amount).


 


All TRA Parties share in Net
Tax Benefits derived from Blocker NOLs in accordance with the column below entitled “Relative Ownership Percentage (NOL Payments).”
Net Tax Benefits derived from a Basis Adjustment resulting from an Exchange by a TRA Party shall be allocated solely to the TRA Party
effecting such Exchange (in accordance with Section 2.1(b)) and the “Blocker Parties” identified below in accordance
with the column below entitled “Relative Ownership Percentage (Basis Payments).”


 


 


[Table available in Company records]


 


 


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