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”).
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”).
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”).
Joinder AgreementJoinder Agreement • February 13th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
This Joinder Agreement (the “Joinder Agreement”) is made and dated as of November 22, 2022, and is entered into by and between Tempo Automation Holdings, Inc., a Delaware corporation (“Parent”), and Ocean II PLO LLC (as “Agent”).
COLLATERAL PLEDGE AGREEMENTCollateral Pledge Agreement • February 13th, 2023 • Tempo Automation Holdings, Inc. • Printed circuit boards
This COLLATERAL PLEDGE AGREEMENT (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Pledge Agreement”), dated as of October 13 2021, is made by and between Tempo Automation, Inc., a Delaware corporation (“Borrower” and together with any other Person that signs below as a “Pledgor” or joins this Pledge Agreement as a Pledgor in accordance with Section 25, collectively, the “Pledgors” and each a “Pledgor”) and Ocean II PLO LLC, a California limited liability company, for itself and as agent for others (“Agent”).
