0001104659-22-034682 Sample Contracts

COMMON STOCK PURCHASE AGREEMENT

Common Stock Purchase Agreement • March 17th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • New York

• Contract Type
  Common Stock Purchase Agreement
• Filed
  March 17th, 2022
• Company
  ACE Convergence Acquisition Corp.
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

This COMMON STOCK PURCHASE AGREEMENT is made and entered into as of March 16, 2022 (this “Agreement”), 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”).

REGISTRATION RIGHTS AGREEMENT

Registration Rights Agreement • March 17th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • New York

• Contract Type
  Registration Rights Agreement
• Filed
  March 17th, 2022
• Company
  ACE Convergence Acquisition Corp.
• Industry
  Semiconductors & related devices
• Jurisdiction
  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”).

FORM OF AMENDED AND RESTATED SUBSCRIPTION AGREEMENT

Subscription Agreement • March 17th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices

• Contract Type
  Subscription Agreement
• Filed
  March 17th, 2022
• Company
  ACE Convergence Acquisition Corp.
• Industry
  Semiconductors & related devices

This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on March 16, 2021, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Investor”).

UNSECURED SUBORDINATED CONVERTIBLE NOTE DUE __, 2025

ACE Convergence Acquisition Corp. • March 17th, 2022 • Semiconductors & related devices • New York

• Company
  ACE Convergence Acquisition Corp.
• Filed
  March 17th, 2022
• Industry
  Semiconductors & related devices
• Jurisdiction
  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”).

LETTER AGREEMENT

Letter Agreement • March 17th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices

• Contract Type
  Letter Agreement
• Filed
  March 17th, 2022
• Company
  ACE Convergence Acquisition Corp.
• Industry
  Semiconductors & related devices

SECURITIES PURCHASE AGREEMENT

Securities Purchase Agreement • March 17th, 2022 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • New York

• Contract Type
  Securities Purchase Agreement
• Filed
  March 17th, 2022
• Company
  ACE Convergence Acquisition Corp.
• Industry
  Semiconductors & related devices
• Jurisdiction
  New York

This Securities Purchase Agreement (this “Agreement”) is dated as of March 16, 2022, between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (the “Company” or “ACE”), Tempo Automation, Inc., a Delaware corporation (“Tempo”), and ACE SO3 SPV Limited (the “Purchaser”).