Exhibit 10.15


 


CF Principal Investments LLC


499 Park Avenue


New York, NY 10022


 


SoundHound AI, Inc.


5400 Betsy Ross Drive


Santa Clara, CA 95054


Attention: Chief Financial Officer


 


November 22, 2022


 


Ladies and Gentlemen:


 


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.


 


Notwithstanding anything to the contrary set forth
in the Purchase Agreement, each of the Investor and the Company hereby agree as follows:


 


1.
 The Original Letter Agreement is null and void, and replaced in its entirety by this letter agreement.


 


2.
Section 10.1(ii) of the Purchase Agreement shall be considered to read as follows:


 


“In consideration for the Investor’s
execution and delivery of this Agreement, the Company shall issue to the Investor the Upfront Commitment Fee on the Commencement Date,
by transfer of the Commitment Shares to an account designated by the Investor, and will provide Investor, not later than 4:00 P.M. New
York City time on the Trading Date immediately prior to the Commencement Date, one or more book-entry statement(s) representing the Commitment
Shares in the name of the Investor or its designee.


 


If, on the 121st day after the
Commencement Date (the “True -Up Settlement Date”), the proceeds of the resale of Commitment Shares by the Investor
is less than $1,000,000, then the Company agrees to promptly, upon presentation of an invoice and reasonable supporting documentation,
pay the Investor the difference between $1,000,000 and the net proceeds of the resale of the Commitment Shares received by the Investor
(the “Make-Whole Fee”), provided in each case, that any Commitment Shares that are unsold by the Investor on
the True-Up Settlement Date shall be presumed for such purposes to have been sold by the Investor at the closing price on the trading
day immediately prior to the True-Up Settlement Date; and provided further that if following the Commencement, the Registration Statement
is not effective for any reason, the True-Up Settlement Date shall be delayed by the number of days in which the Registration Statement
is not available to facilitate resales by the Investor.


 


Any Make-Whole Fee payable to the Investor
in accordance with this Section 10.1(ii) may, at the election of the Company, be paid in (i) cash or (ii) a number of shares of Common
Stock equal to such Make-Whole Fee divided by the closing price of the Common Stock on the Principal Market on the Trading Date immediately
preceding the Settlement Date.


 






     


     


    

 


3.
The Investor and the Company agree that notwithstanding Section 7.2(i) of the Purchase Agreement, the Upfront Commitment Fee shall
not be payable in the event that (i) the Commencement does not occur due to the failure of the condition in Section 7.2(xx) of the Purchase
Agreement or (ii) notwithstanding compliance with the provisions of the Registration Rights Agreement, dated as of August 16, 2022, between
the Investor and the Company, the Registration Statement is not declared effective by the Commission within 180 days of the initial filing
of the Registration Statement by the Company.


 


4.
The Investor and the Company agree that either party has the right to terminate the Purchase Agreement in the event of either paragraph
3(i) or (ii) above.


 


5.
 This letter agreement will be governed by and construed in accordance with the internal procedural and substantive laws of the
State of New York, without giving effect to the choice of law provisions of such state that would cause the application of the laws of
any other jurisdiction.


 


6.
 This letter agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same
agreement and will become effective when counterparts have been signed by each party and delivered to the other party; provided that a
facsimile signature or signature delivered by e-mail in a “.pdf” format data file, including any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com, www.echosign.adobe.com, etc., will be considered due execution and will
be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


Each of the Investor and the Company further agree
that all other terms and conditions of the Purchase Agreement remain in full force and effect and the Purchase Agreement will be read
and construed as if the terms of this letter agreement were included therein by way of addition or substitution, as the case may be. In
the event of a conflict between the terms and provisions of the Purchase Agreement and this letter agreement, the provisions of this letter
agreement will govern. To evidence your agreement with the foregoing, please sign and return a copy of this letter agreement to our attention
as provided in the Purchase Agreement.


 









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	CF PRINCIPAL INVESTMENTS LLC
	 
	By:	/s/ Steven Bisgay	 
	Name: 	/s/ Steven Bisgay	 
	Title:	Executive Managing Director	 
	 
	ACCEPTED as of the date first-above written:
	 
	SOUNDHOUND AI, INC.
	 
	By:	/s/ Keyvan Mohajer	 
	Name:	Keyvan Mohajer	 
	Title:	CEO	 



 


 


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