●] Shares TEMPUS AI, INC. CLASS A COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENT June [●], 2024Underwriting Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • New York
Amended and Restated Master AgreementMaster Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Illinois
This Amended and Restated Master Agreement (the “Agreement”) is entered into by and between Tempus AI, Inc. (on behalf of itself and its affiliates, “Tempus”), and Pathos AI, Inc. (“Client” or “Pathos”). Tempus and Pathos are each individually a “Party” and are collectively the “Parties.”
INTELLECTUAL PROPERTY LICENSE AGREEMENTIntellectual Property License Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This INTELLECTUAL PROPERTY LICENSE AGREEMENT (“Agreement”) is made and entered into as of May 18, 2024, by and between Pegasos Corp., organized and existing under the laws of Japan (“KK”) and Tempus AI, Inc., a corporation organized and existing under the laws of Delaware, United States with a principal place of business at 600 West Chicago Avenue, Suite 510 Chicago, Illinois 60654 (“Tempus”). KK and Tempus are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Amendment No. 1 to Strategic Collaboration AgreementStrategic Collaboration Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This Amendment No. 1 to the Strategic Collaboration Agreement (“Amendment”) is made by and between GlaxoSmithKline LLC (“GSK”) and Tempus AI, Inc. (“Tempus”) and amends the Strategic Collaboration Agreement between the Parties with an effective date of August 1, 2022 (the “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings provided in the Agreement.
Data License AgreementData License Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc. • Delaware
This Data License Agreement (the “Agreement”) is entered into as of this 18th day of May, 2024 (the “Effective Date”) by and between Tempus AI, Inc., with its principal place of business at 600 West Chicago Ave., Suite 510, Chicago, IL 60654 (“Tempus”) and Pegasos Corp., a Japanese corporation (“Client”). Tempus and Client are sometimes referred to herein individually as a “Party” and collectively, as the “Parties.”
JOINT VENTURE AGREEMENT by and among SOFTBANK GROUP CORP., SOFTBANK GROUP JAPAN CORPORATION, TEMPUS AI, INC. and PEGASOS CORP. May 18, 2024Joint Venture Agreement • June 5th, 2024 • Tempus AI, Inc. • Services-computer programming, data processing, etc.
This JOINT VENTURE AGREEMENT (this “Agreement”) is made effective as of May 18, 2024 (the “Effective Date”), by and among SoftBank Group Corp., a Japanese kabushiki kaisha (the “SBG Shareholder”), SoftBank Group Japan Corporation, a Japanese kabushiki kaisha (the “SBG Class A Shareholder”), Tempus AI, Inc., a Delaware corporation (the “Tempus Shareholder”) and Pegasos Corp., a Japanese kabushiki kaisha (the “Company”). The SBG Shareholder and the Tempus Shareholder are hereunder also referred to together as the “Initial Shareholders” and each individually as an “Initial Shareholder.” Unless otherwise specified in this Agreement or the context otherwise requires, any capitalized terms used in this Agreement have the meanings assigned to such terms in Section 1.
