REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 31st, 2020 • ACE Convergence Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 27, 2020, is made and entered into by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ACE Convergence Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature pages hereto (together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, the “Holders” and, each, a “Holder”).
UNDERWRITING AGREEMENT between ACE CONVERGENCE ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: July 27, 2020 ACE CONVERGENCE ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2020 • ACE Convergence Acquisition Corp. • Blank checks • New York
The undersigned, ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows.
ACE CONVERGENCE ACQUISITION CORP.ACE Convergence Acquisition Corp. • July 6th, 2020 • Blank checks • New York
ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer ACE Convergence Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 5,750,000 of the Company’s Class B ordinary shares (the “Shares”), US$0.0001 par value per share (the “Class B Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise re
INDEMNITY AGREEMENTIndemnity Agreement • July 31st, 2020 • ACE Convergence Acquisition Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of July 27, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT ACE CONVERGENCE ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 27, 2020Warrant Agreement • July 31st, 2020 • ACE Convergence Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated July 27, 2020, is by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • July 31st, 2020 • ACE Convergence Acquisition Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of July 27, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company”), and ACE Convergence Acquisition LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 31st, 2020 • ACE Convergence Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between ACE Convergence Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July 27, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • February 1st, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of ________ __, 2022 by and between Tempo Automation Holdings, Inc. a Delaware corporation (the “Company”), and ______________, [a member of the Board of Directors][an officer] of the Company (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
ACE Convergence Acquisition Corp. Wilmington, DE 19805 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 31st, 2020 • ACE Convergence Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co., as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a r
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 21st, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards • New York
This Registration Rights Agreement (as may be amended from time to time, this “Agreement”), dated as of June 20, 2023 is made and entered into by and among Tempo Automation Holdings, Inc., a Delaware corporation (the “Company”), and Asia-IO Advanced Manufacturing Partners, L.P., a Cayman Islands limited partnership (“Asia-IO” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10 of this Agreement, the “Holders” and each, a “Holder”).
COMMON STOCK PURCHASE AGREEMENT Dated as of November 21, 2022 by and between ACE CONVERGENCE ACQUISITION CORP. and WHITE LION CAPITAL, LLC COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • November 23rd, 2022 • Tempo Automation Holdings, Inc. • Semiconductors & related devices • New York
This COMMON STOCK PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of November 21, 2022 (the “CSPA Date”), by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 23rd, 2022 • Tempo Automation Holdings, Inc. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2022, is by and between White Lion Capital, LLC, a Nevada limited liability company (the “Investor”), and ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 16, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company”).
AGREEMENT AND PLAN OF MERGER by and among ACE CONVERGENCE ACQUISITION CORP., ACE CONVERGENCE SUBSIDIARY CORP., and TEMPO AUTOMATION, INC. dated as of October 13, 2021Agreement and Plan of Merger • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger, dated as of October 13, 2021 (this “Agreement”), is made and entered into by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Tempo Automation, Inc., a Delaware corporation (the “Company”).
INDEMNITY AGREEMENTIndemnity Agreement • April 9th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
This Indemnity Agreement (this “Agreement”) dated as of [___________], 2021, is made by and between Achronix Semiconductor Corporation, a Delaware corporation (the “Company”) and _________________ (“Indemnitee”).
SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENTSubscription Agreement • July 8th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices
This SECOND AMENDED AND RESTATED SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on July 6, 2022, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Investor”).
FORM OF BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Backstop Subscription Agreement”) is entered into on October 13, 2021, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Backstop Investor”).
FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 13th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
This First Amended and Restated Loan and Security Agreement (this “Agreement”) is entered into as of November 22, 2022 (the “Closing Date”), by and among Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”), CEOF Holdings LP (“CEOF”), SQN Tempo Automation, LLC (“SQNTA”), SQN Venture Income Fund II, LP (“SQNVIFII” and together with SCI, DCO, CEOF and SQNTA, “Lenders” and each a “Lender”), Ocean II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (“Agent”) and Tempo Automation, Inc., a Delaware corporation (“Borrower”).
TERMINATION AND RELEASE AGREEMEntTermination and Release Agreement • July 12th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices
This TERMINATION AND RELEASE AGREEMENT, dated as of July 11, 2021 (this “Agreement”), is entered into by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), and Achronix Semiconductor Corporation, a Delaware corporation (the “Company”). The foregoing are collectively referred to herein as the “Parties” and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed to them in that certain Agreement and Plan of Merger, dated as of January 7, 2021 (the “Merger Agreement”), by and among Acquiror, ACE Convergence Subsidiary Corp., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror, and the Company.
UNSECURED SUBORDINATED CONVERTIBLE NOTE DUE __, 2025ACE Convergence Acquisition Corp. • March 17th, 2022 • Semiconductors & related devices • New York
THIS UNSECURED SUBORDINATED CONVERTIBLE NOTE is a duly authorized and validly issued promissory note of Tempo Automation Holdings, Inc. a Delaware corporation (the “Company”), having its principal place of business at 2460 Alameda St, San Francisco, CA 94103, designated as its Convertible Note due __, 2025 (this “Note”).
JOINDER TO PLEDGE AGREEMENTPledge Agreement • February 13th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
This Joinder to Pledge Agreement (the “Pledge Joinder”) is executed as of November 22, 2022, by and between Ocean II PLO LLC (“Agent”) and Tempo Automation Holdings, Inc., a Delaware corporation (“TAH”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of October 13, 2021, by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Tempo Automation, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
ACE Convergence Acquisition Corp. Wilmington, DE 19805 Re: Amendment to Sponsor Support Agreement Ladies and Gentlemen:ACE Convergence Acquisition Corp. • July 8th, 2022 • Semiconductors & related devices • New York
Reference is made to that certain Sponsor Support Agreement (the “Sponsor Agreement”), dated as of October 13, 2021, by and among each of the undersigned. Capitalized terms used herein that are not otherwise defined will have the same meaning as they were given in the Sponsor Agreement.
ACHRONIX SEMICONDUCTOR CORPORATION June 19, 2006Employment Agreement • February 10th, 2021 • ACE Convergence Acquisition Corp. • Blank checks • California
On behalf of Achronix Semiconductor Corporation, a Delaware corporation (the “Company”), I am pleased to offer you the position of Senior Hardware Engineer of the Company. Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):
ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805Administrative Services Agreement • July 31st, 2020 • ACE Convergence Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between ACE Convergence Acquisition Corp. (the “Company”) and ACE Convergence Acquisition LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-239716) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 1013 Centre Road, Suite 403S, Wilmington, DE 19805 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably request
Re: Board Observer and Confidentiality AgreementACE Convergence Acquisition Corp. • January 20th, 2022 • Semiconductors & related devices • New York
Reference is made to that certain Subscription Agreement, dated as of January 18, 2021, by and among (i) ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares, which entity shall migrate to and domesticate as Tempo Automation Holdings, Inc., a Delaware corporation, prior to the Closing (the “Company”), (ii) Tempo Automation, Inc., a Delaware corporation (“Tempo”) (solely for purposes of the agreements and obligations set forth in Section 7(e) of the Subscription Agreement), and (iii) each of the subscribers signatory thereto (the “Subscribers”) (as the same may be amended or modified from time to time, the “Subscription Agreement”), pursuant to which Oaktree Capital Management, L.P. and/or one or more of its affiliates or affiliated investment funds and/or managed or controlled accounts (collectively, “Oaktree”) has subscribed for, and agreed to purchase from the Company, at the Closing, $175 million in aggregate principal amount of 13% Convertible Seni
SECURED PROMISSORY NOTESecured Promissory Note • February 13th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
THIS SECURED PROMISSORY NOTE (this “Promissory Note”) is made as of November 22, 2022, by Tempo Automation, Inc., a Delaware corporation (“Borrower”) in favor of OCEAN II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (collectively with its assigns, participants and successors “Agent”). Initially capitalized terms used and not otherwise defined herein are defined and shall have the meaning given such terms in that certain First Amended and Restated Loan and Security Agreement among Borrowers, Agent and the Lenders party thereto dated as of November 22, 2022 (as the same may be amended, modified or supplemented from time to time, the “Loan Agreement”).
FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 15th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
This FIRST AMENDMENT TO SECURITIES PURCHASE AGREEMENT (this “First Amendment”) is entered into as of May 12, 2023, by and among Tempo Automation Holdings, Inc., a Delaware corporation (“Buyer”), Optimum Design Associates, Inc., a California corporation (the “ODA”), Optimum Design Associates Pty. Ltd., an Australian proprietary company limited by shares with Australian company number 093 253 091 (“ODA Australia” and, together with ODA, the “Acquired Companies”), Nick Barbin and Roger Hileman (Mr. Hileman, together with Mr. Barbin, the “Sellers” and each, a “Seller”). Buyer, ODA, ODA Australia, Mr. Barbin and Mr. Hileman are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties.” Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement (as defined below).
FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENTForbearance Agreement and First • June 21st, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
This FORBEARANCE AGREEMENT AND FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the “First Amendment”) is dated as of June 20, 2023 (the “Effective Date”), and is entered into by and Tempo Automation, Inc., a Delaware corporation (“Borrower”), Tempo Automation Holdings, Inc., a Delaware corporation (“Parent”), Structural Capital Investments III, LP (“SCI”), Series Structural DCO II series of Structural Capital DCO, LLC (“DCO”), CEOF Holdings LP (“CEOF”), SQN Tempo Automation, LLC (“SQNTA”), SQN Venture Income Fund II, LP (“SQNVIFII” and together with SCI, DCO, CEOF and SQNTA, “Lenders” and each a “Lender”), and Ocean II PLO LLC, a California limited liability company, as administrative and collateral agent for Lenders (“Agent”).
April 11, 2011Employment Agreement • February 10th, 2021 • ACE Convergence Acquisition Corp. • Blank checks • California
On behalf of Achronix Semiconductor Corporation, a Delaware corporation (the “Company”), I am pleased to offer you the position of President and Chief Executive Officer of the Company. Your employment by the Company shall be governed by the following terms and conditions (this “Agreement”):
FORM OF LOCK-UP AGREEMENT1Letter Agreement • January 8th, 2021 • ACE Convergence Acquisition Corp. • Blank checks • Delaware
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Agreement and Plan of Merger (the “Merger Agreement”) entered into by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), [Merger Sub], a Delaware corporation (“Merger Sub”), and Achronix Semiconductor Corporation, a Delaware corporation (the “Company”), pursuant to which, among other things, Merger Sub will be merged with and into the Company on the date hereof (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Acquiror. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
STOCK OPTION AGREEMENTStock Option Agreement • January 12th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards • Delaware
Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan.
ACE Convergence Acquisition Corp. 1013 Centre Road, Suite 403S Wilmington, DE 19805Administrative Services Agreement • July 10th, 2020 • ACE Convergence Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between ACE Convergence Acquisition Corp. (the “Company”) and ACE Convergence Acquisition LLC (the “Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement on Form S-1 (File No. 333-239716) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 1013 Centre Road, Suite 403S, Wilmington, DE 19805 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably request
Re: Amendment to Employment Letter AgreementEmployment Agreement • June 28th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
As you know, you and Tempo Automation, Inc., a Delaware corporation (the “Company”) are parties to that certain employment letter agreement, dated April 15, 2021 (the “Employment Agreement”), which sets forth certain terms and conditions of your employment with the Company. This letter amendment (this “Amendment”) amends certain terms of the Employment Agreement as set forth herein. Capitalized terms used but not defined below will have their respective meanings set forth in the Employment Agreement.
Re:Amended & Restated Termination AgreementOriginal Termination Agreement • April 18th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
Reference is made to that certain letter agreement, dated as of September 4, 2022, by and among ACE Convergence Acquisition Corp. (“ACE”), Tempo Automation, Inc. (“Tempo” and together with ACE, the “Company”), Oaktree Capital Management, L.P., (“OCM”) and OCM Tempo Holdings, LLC (together with OCM, “Oaktree”) (as amended by those certain letter agreements, dated as of October 11, 2022 and November 15, 2022, the “Original Termination Agreement”), pursuant to which Oaktree, among other things, agreed to (a) waive a portion of the termination fee due and payable to Oaktree under that certain Subscription Agreement, dated as of January 18, 2022, by and among ACE, Tempo, OCM and certain other parties thereto (as amended, the “Subscription Agreement”) and (b) not seek payment of such termination fee, as required under the Subscription Agreement, until the earlier of (i) a bankruptcy proceeding or similar reorganization event and (ii) April 15, 2023.
