12,000,000 Units ARCHIMEDES TECH SPAC PARTNERS CO. UNDERWRITING AGREEMENTUnderwriting Agreement • March 16th, 2021 • Archimedes Tech Spac Partners Co • Blank checks • New York
Archimedes Tech SPAC Partners Co., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (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”) and with I-Bankers Securities, Inc. acting as the qualified independent underwriter (the “QIU”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 16th, 2021 • Archimedes Tech Spac Partners Co • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 10th day of March, 2021, by and among Archimedes Tech SPAC Partners Co., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • March 16th, 2021 • Archimedes Tech Spac Partners Co • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 10, 2021, by and between Archimedes Tech SPAC Partners Co., a Delaware corporation (the “Company”), and Bryant B. Edwards (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 16th, 2021 • Archimedes Tech Spac Partners Co • Blank checks • New York
AMENDED AND RESTATED WARRANT AGREEMENTWarrant Agreement • May 2nd, 2022 • Archimedes Tech Spac Partners Co • Services-prepackaged software • New York
This AMENDED AND RESTATED WARRANT AGREEMENT is made as of April 26, 2022 between Archimedes Tech SPAC Partners Co., a Delaware corporation, with offices at 2093 Philadelphia Pike #1968, Claymont, DE 19703 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
SOUNDHOUND AI., INC., as ISSUER and [ ], as INDENTURE TRUSTEE INDENTURE Dated as of [ ]Indenture • July 24th, 2023 • Soundhound Ai, Inc. • Services-prepackaged software • New York
Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Holders of the Securities issued under this Indenture.
COMMON STOCK PURCHASE AGREEMENTCommon Stock Purchase Agreement • August 17th, 2022 • Soundhound Ai, Inc. • Services-prepackaged software • New York
This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of August 16, 2022 (this “Agreement”), by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and SoundHound AI, Inc., a Delaware corporation (the “Company”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 17th, 2022 • Soundhound Ai, Inc. • Services-prepackaged software • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 16, 2022, is by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor”), and SoundHound AI, Inc., a Delaware corporation (the “Company”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • March 16th, 2021 • Archimedes Tech Spac Partners Co • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of March 10, 2021 (“Agreement”), by and among ARCHIMEDES TECH SPAC PARTNERS CO., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
Archimedes Tech SPAC Partners Co. Claymont, DE 19703 EarlyBirdCapital, Inc. New York, NY 10017 Re: Initial Public OfferingUnderwriting Agreement • March 16th, 2021 • Archimedes Tech Spac Partners Co • Blank checks • New York
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Archimedes Tech SPAC Partners Co., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one subunit (the “Subunits”) and one-quarter of a warrant. Each Subunit consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and one-quarter of a warrant, with each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 13 hereof.
SoundHound AI, Inc. Shares of Common Stock (par value $0.0001 per share) Controlled Equity Offering Sales AgreementSoundhound Ai, Inc. • July 24th, 2023 • Services-prepackaged software • New York
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2022 • Soundhound Ai, Inc. • Services-prepackaged software • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), effective as of the 26th day of April, 2022 (the “Effective Date”), is made and entered into by and among (i) SoundHound AI, Inc. (formerly known as Archimedes Tech SPAC Partners Co.), a Delaware corporation (the “Company”), (ii) each of the undersigned parties that are Pre-BC Investors (as defined below), and (iii) each of the former stockholders of SoundHound, Inc. (“SoundHound”) whose names are listed on Exhibit A hereto (each a “SoundHound Investor” and collectively the “SoundHound Investors”) (each of the foregoing parties (other than the Company) and any Person (as defined below) who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, an “Investor” and collectively, the “Investors”).
SUBSCRIPTION AGREEMENTSubscription Agreement • April 14th, 2022 • Archimedes Tech Spac Partners Co • Services-prepackaged software • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 9th day of April, 2022, by and between Archimedes Tech SPAC Partners Co., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Transaction Agreement (as defined below).
INDEMNIFICATIOn AGREEMENTIndemnification Agreement • May 2nd, 2022 • Archimedes Tech Spac Partners Co • Services-prepackaged software • Delaware
This INDEMNIFICATION AGREEMENT (“Agreement”), effective as of the effective date set forth above, is by and between SoundHound AI, Inc., a Delaware corporation (“Company”), and the director and/or officer of the Company identified above (“Executive”). Certain defined terms used in this Agreement are set forth in Paragraph 15.
SOUNDHOUND AI, INC. $150,000,000 Shares Common Stock ($ 0.0001 par value) Equity Distribution AgreementEquity Distribution Agreement • April 10th, 2024 • Soundhound Ai, Inc. • Services-prepackaged software • New York
SoundHound AI, Inc., a corporation organized under the laws of Delaware (the “Company”), confirms its agreement (this “Agreement”) with Citigroup Global Markets Inc., Barclays Capital Inc., Wedbush Securities Inc., Northland Securities, Inc. and Ladenburg Thalmann & Co. Inc. (each, a “Manager,” and, collectively, the “Managers”) as follows:
AMENDED LOCK-UP AGREEMENTLock-Up Agreement • April 14th, 2022 • Archimedes Tech Spac Partners Co • Services-prepackaged software
THIS AMENDED LOCK-UP AGREEMENT (this “Agreement”), dated as of April 14, 2022, amends and restates the Lock-Up Agreement entered into as of November 15, 2021, is by and between the undersigned stockholder (the “Holder”) and Archimedes Tech SPAC Partners Co., a Delaware corporation (the “Parent”).
STOCK ESCROW AGREEMENTStock Escrow Agreement • February 12th, 2021 • Archimedes Tech Spac Partners Co • Blank checks • New York
This STOCK ESCROW AGREEMENT, dated as of [_____], 2021 (“Agreement”), by and among ARCHIMEDES TECH SPAC PARTNERS CO., a Delaware corporation (“Company”), the stockholders of the Company listed on Exhibit A hereto (the “Founders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited purpose trust company (“Escrow Agent”).
CF Principal Investments LLC 110 East 59th Street New York, New York 10022 Tel 212.938.5000 www.cantorfitzgerald.comCommon Stock Purchase Agreement • February 14th, 2023 • Soundhound Ai, Inc. • Services-prepackaged software
Reference is made to the Common Stock Purchase Agreement dated as of August 16, 2022 (the “Purchase Agreement”) by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor), and SoundHound AI, Inc., a Delaware corporation (the “Company”) and that certain letter agreement dated as of November 22, 2022 by and between the Investor and the Company (the “Amendment Letter Agreement”). Capitalized terms used in this letter agreement without definition have the meanings ascribed to them in the Purchase Agreement.
SOUNDHOUND AI, INC. 2022 INCENTIVE AWARD PLAN FORM OF STOCK OPTION AWARD AGREEMENTAward Agreement • May 2nd, 2022 • Archimedes Tech Spac Partners Co • Services-prepackaged software • Delaware
AGREEMENT AND PLAN OF MERGER by and among SOUNDHOUND AI, INC. a Delaware corporation, BLACK KNIGHT MERGER SUB I, INC. a Delaware corporation, BLACK KNIGHT MERGER SUB II, LLC, a Delaware limited liability company, SYNQ3, Inc., a Delaware corporation,...Agreement and Plan of Merger • December 7th, 2023 • Soundhound Ai, Inc. • Services-prepackaged software • Delaware
This Agreement and Plan of Merger (this “Agreement”) is made and entered into as of December 6, 2023 (the “Agreement Date”), by and among SoundHound AI, Inc., a Delaware corporation (“Acquirer”), Black Knight Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Acquirer (“Merger Sub I”), Black Knight Merger Sub II, LLC., a Delaware limited liability company and a direct, wholly owned subsidiary of Acquirer (“Merger Sub II,” and together with Merger Sub I, the “Merger Subs”), Synq3, Inc., a Delaware corporation (the “Company”) and Bluestem Capital Company, LLC, as the stockholders’ agent (the “Stockholders’ Agent”). Certain other terms used herein are defined in Exhibit A.
CLASS A COMMON STOCK PURCHASE WARRANT SOUNDHOUND AI, INC.Credit Agreement • May 12th, 2023 • Soundhound Ai, Inc. • Services-prepackaged software • New York
This Warrant to Purchase Class A Common Stock (this “Warrant”) certifies that [●] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time prior to the Expiration Date (as defined below) until this Warrant is exercised in full or earlier terminated in accordance with terms and conditions set forth herein but not thereafter, to subscribe for and purchase from Soundhound AI, Inc., a Delaware corporation (the “Company”), up to [●] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Class A common stock, par value $0.0001 per share (the “Common Stock”). The purchase price of one share of Common Stock under this Warrant shall be equal to the Warrant Price, as defined in Section 1.1.
SENIOR SECURED TERM LOAN CREDIT AGREEMENTPatent Security Agreement • May 12th, 2023 • Soundhound Ai, Inc. • Services-prepackaged software • New York
CF Principal Investments LLC New York, NY 10022Common Stock Purchase Agreement • November 22nd, 2022 • Soundhound Ai, Inc. • Services-prepackaged software
Reference is made to the Common Stock Purchase Agreement dated as of August 16, 2022 (the “Purchase Agreement”) by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor), and SoundHound AI, Inc., a Delaware corporation (the “Company”) and that certain letter agreement dated as of August 16, 2022 by and between the Investor and the Company (the “Original Letter Agreement”). Capitalized terms used in this letter agreement without definition have the meanings ascribed to them in the Purchase Agreement.
SOUNDHOUND AI, INC. 2022 INCENTIVE AWARD PLAN FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • May 2nd, 2022 • Archimedes Tech Spac Partners Co • Services-prepackaged software • Delaware
Archimedes Tech SPAC Partners Co.Archimedes Tech Spac Partners Co • February 12th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Archimedes Tech SPAC Partners Co.’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), SPAC Partners LLC shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 2093 Philadelphia Pike #1968, Claymont, DE 19703 (or any successor location). In exchange therefore, the Company shall pay SPAC Partners LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. SPAC Partners LLC hereby agre
Archimedes Tech SPAC Partners Co.Archimedes Tech Spac Partners Co • March 16th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of Archimedes Tech SPAC Partners Co.’s (the “Company”) securities and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), SPAC Partners LLC shall make available to the Company certain office space, utilities and secretarial support as may be required by the Company from time to time, situated at 2093 Philadelphia Pike #1968, Claymont, DE 19703 (or any successor location). In exchange therefore, the Company shall pay SPAC Partners LLC the sum of $10,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. SPAC Partners LLC hereby agre
PREFERRED STOCK PURCHASE AGREEMENTPreferred Stock Purchase Agreement • January 24th, 2023 • Soundhound Ai, Inc. • Services-prepackaged software • Delaware
CF Principal Investments LLC New York, NY 10022Common Stock Purchase Agreement • February 10th, 2023 • Soundhound Ai, Inc. • Services-prepackaged software
Reference is made to the Common Stock Purchase Agreement dated as of August 16, 2022 (the “Purchase Agreement”) by and between CF Principal Investments LLC, a Delaware limited liability company (the “Investor), and SoundHound AI, Inc., a Delaware corporation (the “Company”) and that certain letter agreement dated as of November 22, 2022 by and between the Investor and the Company (the “Amendment Letter Agreement”). Capitalized terms used in this letter agreement without definition have the meanings ascribed to them in the Purchase Agreement.
FORM OF SUBSCRIPTION AGREEMENT FOR PRIVATE UNITS BY ARCHIMEDES TECH SPAC SPONSORS LLCArchimedes Tech Spac Partners Co • March 16th, 2021 • Blank checks
Archimedes Tech SPAC Partners Co. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation currently anticipates selling units (“Unit”) in the IPO, each comprised of one subunit (“Subunit”) and one-quarter of a warrant (“Warrant”). Each subunit consists of one share of common stock, par value $0.0001 per share of the Corporation (“Common Stock”) and one-quarter of a Warrant. Each whole Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share.
SUBSCRIPTION AGREEMENT FOR PRIVATE UNITS BY EARLYBIRDCAPITAL, INCSubscription Agreement • March 16th, 2021 • Archimedes Tech Spac Partners Co • Blank checks
Archimedes Tech SPAC Partners Co. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”). The Corporation currently anticipates selling units (“Unit”) in the IPO, each comprised of one subunit (“Subunit”) and one-quarter of one warrant (“Warrant”). Each subunit consists of one share of common stock, par value $0.0001 per share of the Corporation (“Common Stock”) and one-quarter of one Warrant. Each whole Warrant entitles the holder to purchase one share of Common Stock at a price of $11.50 per share.
