indie Semiconductor Inc. Watch

from 8-K 71 pages Share Sale and Purchase Agreement Christian Velez

from 8-K 121 pages Page 1. Description of Transaction 1 1.1 Merger of Merger Sub Into the Company 1 1.2 Effect of the Merger 1 1.3 Closing; Effective Time 2 1.4 Certificate of Incorporation and Bylaws; Directors and Officers 2 1.5 Conversion of Shares 2 1.6 Company Equity Awards and Warrants 3 1.7 Note Surrender Agreements. 4 1.8 Cash-Only Option, Fractional Interests, Aggregation of Proceeds, Etc 4 1.9 Earnout Payments 5 1.10 Dissenting Shares 9 1.11 Exchange of Certificates 10 1.12 Holdbacks 12 1.13 Allocation of Consideration 12 1.14 Cash Consideration Adjustment 12 1.15 Further Action 14 1.16 Tax Treatment 14 2. Representations and Warranties of the Company 14 2.1 Organizational Matters 15 2.2 Capital Structure 16 2.3 Authority and Due Execution 19 2.4 Non-Contravention and Consents 20 2.5 Financial Statements 21 2.6 No Liabilities; Indebtedness 22 2.7 Litigation 23 2.8 Taxes 23 2.9 Title to Property and Assets 27 2.10 Bank Accounts 28 2.11 Intellectual Property and Related Matters 28 2.12 Government Contracting 36 2.13 Compliance; Permits 36 2.14 Brokers’ and Finders’ Fees 38 2.15 Restrictions on Business Activities 38 2.16 Employment Matters 39 2.17 Employee Benefit Plans 42 2.18 Environmental Matters 45 2.19 Material Contracts 46 2.20 Insurance 46 2.21 Transactions With Related Parties 47 2.22 Books and Records 47 2.23 Absence of Changes 47 2.24 Product and Service Warranties 50 2.25 Suppliers and Major Customers 50 2.26 Vote Required 50 2.27 Third Party Acquisition Proposals 51 2.28 Full Disclosure 51

from 8-K 10 pages And: 9445-3461 Quebec Inc., a Corporation Governed by the Laws of the Province of Quebec, Canada, Having Its Principal Place of Business at 2828, Laurier Boulevard, Norton Rose Fulbright Tower, Suite 1500, Province of Quebec, Canada, G1v 0b9, Herein Represented by ●, Its ●, Duly Authorized as He So Declares; And: Indie Semiconductor, Inc., a Corporation Governed by the Laws of Delaware, Having Its Principal Place of Business at 32 Journey, Aliso Viejo, California, USA, 92656, Herein Represented by ●, Its ●, Duly Authorized as He So Declares; And: The Holder of Options Who Has Executed This Agreement by Signing Its Intervention Form. Recitals: (A) the Option Holder Was Granted, Under the Option Plan, the Options Set Forth in the Attached Appendix A, Such Appendix Showing the Status of Each Outstanding Option Grant, Its Terms and Its Exercise Price; (B) the Corporation, the Management Shareholders and Bdc Capital Inc. Entered Into the Share Purchase Agreement on ● in Connection With the Acquisition Transaction;

from 8-K 133 pages Dated August 27, 2021 9445-3461 Quebec Inc. and Gestion Jeape 2 Inc., Gestion Fmsr 2 Inc., Gestion Glmc 2 Inc., Gestion Dcjc 2 Inc., Daniel Coulombe, Bdc Capital Inc., and Alain-Jacques Simard, Richard Kirouac, Ghislain Lafrance, and Fiducie Familiale Alain-Jacques Simard 2020, Fiducie Familiale Alain-Jacques Simard 2020, and Indie Semiconductor, Inc. Share Purchase Agreement Contents

from S-4/A 6 pages Amendment to Master Transactions Agreement