Re: Board Observer and Confidentiality AgreementBoard Observer and Confidentiality Agreement • January 20th, 2022 • ACE Convergence Acquisition Corp. • 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
Re: Information Rights and Confidentiality AgreementInformation Rights and Confidentiality Agreement • January 20th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • New York
Reference is made to that certain Subscription Agreement, dated as of January 18, 2022, 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 Tor Asia Credit Opportunity Master Fund II LP and/or one or more of its affiliates or affiliated investment funds and/or managed or controlled accounts (collectively, “Tor”) has subscribed for, and agreed to purchase from the Company, at the Closing, $25 million in aggregate principal amount of 13% Converti
LETTER AGREEMENTNote Subscription Agreement • January 20th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices
ContractConvertible Promissory Note • January 20th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT FILED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT OR THE APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD IN ACCORDANCE WITH RULE 144 UNDER THE ACT.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 20th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • New York
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 18, 2022, by and among (i) ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which entity shall migrate to and domesticate as 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)), and (iii) each of the undersigned subscribers (each a “Subscriber” and collectively, the “Subscribers”).
