Exhibit 10.2


 


Execution Version



 


REGISTRATION RIGHTS
AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of November 21, 2022, is by and between White Lion
Capital, LLC, a Nevada limited liability company (the “Investor”), and ACE Convergence Acquisition Corp., a
Cayman Islands exempted company limited by shares (the “Company”).


 


RECITALS


 


A.
The Company is party to that certain Amended and Restated Agreement and Plan of Merger, dated as of August 12, 2022, by and among
the Company, ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger
Sub”), and Tempo Automation, Inc., a Delaware corporation (“Tempo”), as amended on September 7,
2022 and September 23, 2022 (as may be further amended, supplemented, restated or otherwise modified from time to time, the “Merger
Agreement”), pursuant to which, among other things, Merger Sub will merge with and into Tempo, with Tempo surviving such
merger as a direct wholly owned subsidiary of the Company (the “Merger”);


 


B.
Prior to the effective time of the Merger, and subject to the conditions of the Merger Agreement, the Company shall migrate to and domesticate
as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands
Companies Act (as amended) (the “Domestication”);


 


C.
In connection with the Domestication, among other things, each then issued and outstanding ordinary share, par value $0.0001 per share,
of the Company will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001, per share of the
Company (after its domestication as a corporation incorporated in the State of Delaware) (“Common Stock”);


 


C.
The parties desire that, upon the terms and subject to the conditions and limitations set forth herein, during the Investment Period
(as defined herein), the Company may issue and sell to the Investor, from time to time as provided herein, and the Investor shall purchase
from the Company, up to the lesser of (i) $100,000,000 in aggregate gross purchase price of newly issued shares of Common Stock
and (ii) the Exchange Cap (as defined in that certain Common Stock Purchase Agreement, dated as of November 21, 2022 (the “Purchase
Agreement”), by and between the Company and the Investor), to the extent applicable under Section 3.3 of the Purchase
Agreement; and


 


D.
Pursuant to the terms of, and in consideration for the Investor entering into, the Purchase Agreement, and to induce the Investor to
execute and deliver the Purchase Agreement, the Company has agreed to provide the Investor with certain registration rights with respect
to the Registrable Securities (as defined herein) as set forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase
Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be
legally bound hereby, the Company and the Investor hereby agree as follows:


 


	1.	Definitions.


 


Capitalized
terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in
this Agreement, the following terms shall have the following meanings:


 


(a) “Agreement”
shall have the meaning assigned to such term in the preamble of this Agreement


 


(b) “Allowable
Grace Period” shall have the meaning assigned to such term in Section 3(o).


 


(c) “Blue
Sky Filing” shall have the meaning assigned to such term in Section 6(a).


 






    


     


    

 


(d) “Business
Day” means any day other than Saturday, Sunday or any other day on which commercial banks in New York, New York are authorized
or required by law to remain closed.


 


(e) “Claims”
shall have the meaning assigned to such term in Section 6(a).


 


(f) “Closing
Date” shall mean the date on which the Merger is consummated.


 


(g) “Commission”
means the U.S. Securities and Exchange Commission or any successor entity.


 


(h) “Common
Stock” shall have the meaning assigned to such term in the recitals to this Agreement.


 


(i) “Company”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


(j) “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the Commission.


 


(k) “Indemnified
Damages” shall have the meaning assigned to such term in Section 6(a).


 


(l) “Initial
Registration Statement” shall have the meaning assigned to such term in Section 2(a).


 


(m) “Investor”
shall have the meaning assigned to such term in the preamble of this Agreement.


 


(n) “Investor
Party” and “Investor Parties” shall have the meaning assigned to such terms in Section 6(a).


 


(o) “Legal
Counsel” shall have the meaning assigned to such term in Section 2(b).


 


(p) “New
Registration Statement” shall have the meaning assigned to such term in Section 2(c).


 


(q) “Person”
means any person or entity, whether a natural person, trustee, corporation, partnership, limited partnership, limited liability company,
trust, unincorporated organization, business association, firm, joint venture, governmental agency or authority.


 


(r) “Prospectus”
means the prospectus in the form included in the Registration Statement at the applicable Effective Date of the Registration Statement,
as supplemented from time to time by any Prospectus Supplement, including the documents incorporated by reference therein.


 


(s) “Prospectus
Supplement” means any prospectus supplement to the Prospectus filed with the Commission from time to time pursuant to Rule 424(b) under
the Securities Act, including the documents incorporated by reference therein.


 


(t) “Purchase
Agreement” shall have the meaning assigned to such term in the recitals to this Agreement.


 


(u) “register,”
 “registered,” and “registration” refer to a registration effected by preparing and
filing one or more Registration Statements in compliance with the Securities Act and pursuant to Rule 415 and the declaration of
effectiveness of such Registration Statement(s) by the Commission.


 


(v) “Registrable
Securities” means all of (i) the Shares, and (ii) any capital stock of the Company issued or issuable with respect
to such Shares, including, without limitation, (1) as a result of any stock split, stock dividend, recapitalization, exchange or
similar event or otherwise and (2) shares of capital stock of the Company into which the shares of Common Stock are converted or
exchanged and shares of capital stock of a successor entity into which the shares of Common Stock are converted or exchanged, in each
case until such time as such securities cease to be Registrable Securities pursuant to Section 2(f).


 


(w) “Registration
Statement” means a registration statement or registration statements of the Company filed under the Securities Act covering
the resale by the Investor of Registrable Securities, as such registration statement or registration statements may be amended and supplemented
from time to time, including all documents filed as part thereof or incorporated by reference therein.


 






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(x) “Registration
Period” shall have the meaning assigned to such term in Section 3(a).


 


(y) “Rule 144”
means Rule 144 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the Commission that may at any time permit the Investor to sell securities of the
Company to the public without registration.


 


(z) “Rule 415”
means Rule 415 promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the Commission providing for offering securities on a delayed or continuous basis.


 


(aa)
 “Staff” shall have the meaning assigned to such term in Section 2(e).


 


(bb)
 “Violations” shall have the meaning assigned to such term in Section 6(a).


 


	2.	Registration.


 


(a) Mandatory
Registration. The Company shall, no later than fifteen (15) days following the Closing Date, submit or file with the Commission an
initial Registration Statement on Form S-1 (or any successor form) covering the resale by the Investor of the maximum number
of Registrable Securities as shall be permitted to be included thereon in accordance with applicable Commission rules, regulations and
interpretations (determined as of two Business Days prior to such submission or filing) so as to permit the resale of such Registrable
Securities by the Investor under Rule 415 under the Securities Act at then prevailing market prices (and not fixed prices) (the
 “Initial Registration Statement”). The Initial Registration Statement shall contain the “Selling Stockholder”
and “Plan of Distribution” sections in substantially the form attached hereto as Exhibit A. The Company
shall use its commercially reasonable efforts to have the Initial Registration Statement declared effective by the Commission as soon
as reasonably practicable following the filing thereof with the Commission; provided, however, that the Company’s obligations
to include the Registrable Securities in the Initial Registration Statement are contingent upon the Investor furnishing in writing to
the Company such information, and executing such documents, in connection with such registration as the Company may reasonably request
in accordance with Section 4(a).


 


(b) Legal
Counsel. Subject to Section 5 hereof, the Investor shall have the right to select one legal counsel to review and oversee, solely
on its behalf, any registration pursuant to this Section 2 (“Legal Counsel”), which shall be Greenberg
Traurig, P.A., or such other counsel as thereafter designated by the Investor. The Company shall have no obligation to reimburse the
Investor for any legal fees and expenses of the Legal Counsel incurred in connection with the transactions contemplated hereby.


 


(c) Sufficient
Number of Shares Registered. If at any time all Registrable Securities are not covered by the Initial Registration Statement filed
pursuant to Section 2(a) as a result of Section 2(e) or otherwise, the Company shall use its commercially reasonable
efforts to file with the Commission one or more additional Registration Statements so as to cover all of the Registrable Securities not
covered by such Initial Registration Statement, in each case, as soon as practicable (taking into account any position of the staff of
the Commission (“Staff”) with respect to the date on which the Staff will permit such additional Registration
Statement(s) to be filed with the Commission and the rules and regulations of the Commission) (each such additional Registration
Statement, a “New Registration Statement”). The Company shall use its commercially reasonable efforts to cause
each such New Registration Statement to become effective as soon as reasonably practicable following the filing thereof with the Commission.


 


(d) No
Inclusion of Other Securities; Statutory Underwriter Status. In no event shall the Company include any securities other than Registrable
Securities on any Registration Statement pursuant to Section 2(a) or Section 2(c) without consulting the Investor
and Legal Counsel prior to filing such Registration Statement with the Commission. The Investor acknowledges that it will be disclosed
as an “underwriter” and a “selling stockholder” in each Registration Statement and in any Prospectus contained
therein to the extent required by applicable law and to the extent the Prospectus is related to the resale of Registrable Securities.


 






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(e) Offering.
If the Staff or the Commission seeks to prevent the Company from including any or all of the Registrable Securities proposed to be registered
under a Registration Statement due to limitations on the use of Rule 415, or if after the filing of any Registration Statement pursuant
to Section 2(a) or Section 2(c), the Company is otherwise required by the Staff or the Commission to reduce the number
of Registrable Securities included in such Registration Statement, then the Company shall reduce the number of Registrable Securities
to be included in such Registration Statement (after consultation with the Investor and Legal Counsel as to the specific Registrable
Securities to be removed therefrom), to no more than the maximum number of securities as is permitted to be registered by the Commission
until such time as the Staff and the Commission shall so permit such Registration Statement to become effective and be used as aforesaid.
Notwithstanding anything in this Agreement to the contrary, if after giving effect to the actions referred to in the immediately preceding
sentence, the Staff or the Commission does not permit such Registration Statement to become effective and be used for resales by the
Investor on a delayed or continuous basis under Rule 415 at then-prevailing market prices (and not fixed prices), the Company shall
not request acceleration of the Effective Date of such Registration Statement, the Company shall promptly (but in no event later than
48 hours) request the withdrawal of such Registration Statement pursuant to Rule 477 under the Securities Act. In the event of any
reduction in Registrable Securities pursuant to this paragraph, the Company shall use its commercially reasonable efforts to file one
or more New Registration Statements with the Commission in accordance with Section 2(c) until such time as all Registrable
Securities have been included in Registration Statements that have been declared effective and the Prospectuses contained therein are
available for use by the Investor. Notwithstanding any provision herein or in the Purchase Agreement to the contrary, the Company’s
obligations to register Registrable Securities (and any related conditions to the Investor’s obligations) shall be qualified as
necessary to comport with any requirement of the Staff or the Commission.


 


(f) Any
Registrable Security shall cease to be a “Registrable Security” at the earliest of the following: (i) when a Registration
Statement covering such Registrable Security becomes or has been declared effective by the Commission and such Registrable Security has
been sold or disposed of pursuant to such effective Registration Statement; (ii) when such Registrable Security is held by the Company
or one of its Subsidiaries; (iii) when such Registrable Security may be sold under Rule 144 without regard to volume and manner
of sale limitations and Form 144 filing requirements; and (iv) the date that is the later of (A) the first (1st)
anniversary of the date of termination of the Purchase Agreement in accordance with Article VIII of the Purchase Agreement and (B) the
first (1st) anniversary of the date of the last sale of any Registrable Securities to
the Investor pursuant to the Purchase Agreement.


 


	3.	Related Obligations.


 


For
the duration of the Registration Period, the Company shall use its commercially reasonable efforts to effect the registration of the
Registrable Securities in accordance with the intended method of disposition thereof, and, pursuant thereto, during the term of this
Agreement, the Company shall have the following obligations:


 


(a) Following
the Closing Date, the Company shall promptly prepare and file with the Commission the Initial Registration Statement pursuant to Section 2(a) hereof
and one or more New Registration Statements pursuant to Section 2(c) hereof with respect to the Registrable Securities, and
the Company shall use its commercially reasonable efforts to cause each such Registration Statement to become effective as soon as practicable
after such filing. Subject to Allowable Grace Periods, the Company shall use its commercially reasonable efforts to keep each Registration
Statement effective (and the Prospectus contained therein available for use) pursuant to Rule 415 for resales by the Investor on
a continuous basis at then-prevailing market prices (and not fixed prices) at all times until the earlier of (i) the date on which
the Investor shall have sold all of the Registrable Securities covered by such Registration Statement and (ii) the date of termination
of the Purchase Agreement if as of such termination date the Investor holds no Registrable Securities (or, if applicable, the date on
which such securities cease to be Registrable Securities after the date of termination of the Purchase Agreement) (the “Registration
Period”). Notwithstanding anything to the contrary contained in this Agreement (but subject to the provisions of Section 3(o) hereof),
the Company shall ensure that, when filed and at all times while effective, each Registration Statement (including, without limitation,
all amendments and supplements thereto) and the Prospectus (including, without limitation, all amendments and supplements thereto) used
in connection with such Registration Statement shall not contain any untrue statement of a material fact or omit to state a material
fact required to be stated therein, or necessary to make the statements therein (in the case of Prospectuses, in the light of the circumstances
in which they were made) not misleading. The Company shall submit to the Commission, as soon as reasonably practicable after the date
that the Company learns that no review of a particular Registration Statement will be made by the Staff or that the Staff has no further
comments on a particular Registration Statement (as the case may be), a request for acceleration of effectiveness of such Registration
Statement to a time and date as soon as reasonably practicable in accordance with Rule 461 under the Securities Act.


 






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(b) Subject
to Section 3(o) of this Agreement, the Company shall use its commercially reasonable efforts to prepare and file with the Commission
such amendments (including, without limitation, post-effective amendments) and supplements to each Registration Statement and the Prospectus
used in connection with each such Registration Statement, which Prospectus is to be filed pursuant to Rule 424 promulgated under
the Securities Act, as may be necessary to keep each such Registration Statement effective (and the Prospectus contained therein current
and available for use) at all times during the Registration Period for such Registration Statement, and, during such period, comply with
the provisions of the Securities Act with respect to the disposition of all Registrable Securities of the Company required to be covered
by such Registration Statement until such time as all of such Registrable Securities shall have been disposed of in accordance with the
intended methods of disposition by the Investor as set forth in such Registration Statement. Without limiting the generality of the foregoing,
the Company covenants and agrees that (i) on the second (2nd) Trading Day immediately
following the Effective Date of the Initial Registration Statement and any New Registration Statement (or any post-effective amendment
thereto), the Company shall file with the Commission in accordance with Rule 424(b) under the Securities Act the final Prospectus
to be used in connection with sales pursuant to such Registration Statement (or post-effective amendment thereto), and (ii) if the
transactions contemplated by any Purchase are material to the Company (individually or collectively with all other prior Purchases, the
consummation of which have not previously been reported in any Prospectus Supplement filed with the Commission under Rule 424(b) under
the Securities Act or in any report, statement or other document filed by the Company with the Commission under the Exchange Act), or
if otherwise required under the Securities Act (or the interpretations of the Commission thereof), in each case as reasonably determined
by the Company, then, on the first (1st) Trading Day immediately following the Purchase
Settlement Date, if a Purchase Notice was properly delivered to the Investor hereunder in connection with such Purchase, the Company
shall file with the Commission a Prospectus Supplement pursuant to Rule 424(b) under the Securities Act with respect
to the Purchase(s), the total Purchase Amount for the Shares subject to such Purchase(s) (as applicable), the applicable Purchase
Amount(s) for such Shares and the net proceeds that are to be (and, if applicable, have been) received by the Company from the sale
of such Shares. To the extent not previously disclosed in the Prospectus or a Prospectus Supplement, the Company shall disclose in its
Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the information described in the immediately
preceding sentence relating to all Purchase(s) consummated during the relevant fiscal quarter and shall file such Quarterly Reports
and Annual Reports with the Commission within the applicable time period prescribed for such report under the Exchange Act. In the case
of amendments and supplements to any Registration Statement on Form S-1 or Prospectus related thereto that are required to
be filed pursuant to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing
a report on Form 8-K, Form 10-Q or Form 10-K or any analogous report under the Exchange Act, the Company
shall have incorporated such report by reference into such Registration Statement and Prospectus, if applicable, or shall file such amendments
or supplements to the Registration Statement or Prospectus with the Commission on the same day on which the Exchange Act report is filed
that created the requirement for the Company to amend or supplement such Registration Statement or Prospectus, for the purpose of including
or incorporating such report into such Registration Statement and Prospectus. The Company consents to the use of the Prospectus (including,
without limitation, any supplement thereto) included in each Registration Statement in accordance with the provisions of the Securities
Act and with the securities or “Blue Sky” laws of the jurisdictions in which the Registrable Securities may be sold by the
Investor, in connection with the resale of the Registrable Securities and for such period of time thereafter as such Prospectus (including,
without limitation, any supplement thereto) (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities
Act) is required by the Securities Act to be delivered in connection with resales of Registrable Securities.


 


(c) The
Company shall (A) permit Legal Counsel an opportunity to review and comment upon (i) each Registration Statement at least two
(2) Business Days prior to its filing with the Commission and (ii) all amendments and supplements to each Registration Statement
(including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents
of which are limited to that set forth in such reports) within a reasonable number of days prior to their filing with the Commission,
and (B) shall reasonably consider any comments of the Investor and Legal Counsel on any such Registration Statement or amendment
or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to Legal Counsel, without charge, (i) electronic
copies of any correspondence from the Commission or the Staff to the Company or its representatives relating to each Registration Statement
(which correspondence shall be redacted to exclude any material nonpublic information regarding the Company or any of its Subsidiaries),
(ii) after the same is prepared and filed with the Commission, one (1) electronic copy of each Registration Statement and any
amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated therein by reference, if
requested by the Investor, and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the
Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not
be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to Legal Counsel to the extent
such document is available on Commission’s Electronic Data Gathering, Analysis and Retrieval System (“EDGAR”).


 






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(d) Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall promptly furnish to the Investor, without charge,
(i) after the same is prepared and filed with the Commission, at least one (1) electronic copy of each Registration Statement
and any amendment(s) and supplement(s) thereto, including, without limitation, all documents incorporated therein by reference,
if requested by the Investor, (ii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus
included in such Registration Statement and all amendments and supplements thereto and (iii) such other documents, including, without
limitation, copies of any final Prospectus and any Prospectus Supplement thereto, as the Investor may reasonably request from time to
time in order to facilitate the disposition of the Registrable Securities owned by the Investor; provided, however, the Company shall
not be required to furnish any document (other than the Prospectus, which may be provided in .PDF format) to the Investor to the extent
such document is available on EDGAR).


 


(e) The
Company shall take such action as is reasonably necessary to (i) register and qualify, unless an exemption from registration and
qualification applies, the resale by the Investor of the Registrable Securities covered by a Registration Statement under such other
securities or “Blue Sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications as
may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may be reasonably
necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv) take
all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions; provided, however,
the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general taxation in any
such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall promptly notify
Legal Counsel and the Investor of the receipt by the Company of any notification with respect to the suspension of the registration or
qualification of any of the Registrable Securities for sale under the securities or “Blue Sky” laws of any jurisdiction in
the United States or its receipt of actual notice of the initiation or threatening of any proceeding for such purpose.


 


(f) The
Company shall notify Legal Counsel and the Investor in writing of the happening of any event, as promptly as reasonably practicable after
becoming aware of such event, as a result of which the Prospectus included in a Registration Statement, as then in effect, includes an
untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (provided, that in no event shall such notice contain
any material nonpublic information regarding the Company or any of its Subsidiaries), and, subject to Section 3(o), promptly prepare
a supplement or amendment to such Registration Statement and such Prospectus contained therein to correct such untrue statement or omission.
The Company shall respond as promptly as reasonably practicable to any comments received from the Commission with respect to a Registration
Statement or any amendment thereto. Nothing in this Section 3(f) shall limit any obligation of the Company under the Purchase
Agreement.


 


(g) The
Company shall (i) use its commercially reasonable efforts to prevent the issuance of any stop order or other suspension of effectiveness
of a Registration Statement or the use of any Prospectus contained therein, or the suspension of the qualification, or the loss of an
exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or suspension is
issued, to obtain the withdrawal of such order or suspension at the earliest possible time and (ii) notify Legal Counsel and the
Investor of the issuance of such order and the resolution thereof or its receipt of actual notice of the initiation or threat of any
proceeding.


 






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(h) The
Company shall hold in confidence and not make any disclosure of information concerning the Investor provided to the Company unless (i) disclosure
of such information is necessary to comply with federal or state securities laws, (ii) the disclosure of such information is necessary
to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required to be disclosed in such Registration
Statement pursuant to the Securities Act, (iii) the release of such information is ordered pursuant to a subpoena or other final, non-appealable order
from a court or governmental body of competent jurisdiction, or (iv) such information has been made generally available to the public
other than by disclosure in violation of this Agreement or any other Transaction Document. The Company agrees that it shall, upon learning
that disclosure of such information concerning the Investor is sought in or by a court or governmental body of competent jurisdiction
or through other means, give prompt written notice to the Investor and allow the Investor, at the Investor’s expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order for, such information.


 


(i) Without
limiting any obligation of the Company under the Purchase Agreement, the Company shall use its commercially reasonable efforts either
to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on the Trading Market, or (ii) secure
designation and quotation of all of the Registrable Securities covered by each Registration Statement on another Eligible Market. The
Company shall pay all fees and expenses in connection with satisfying its obligation under this Section 3(i).


 


(j) The
Company shall cooperate with the Investor and, to the extent applicable, use its commercially reasonable efforts to facilitate the timely
preparation and delivery of Registrable Securities, as DWAC Shares, to be offered pursuant to a Registration Statement and enable such
DWAC Shares to be in such denominations or amounts (as the case may be) as the Investor may reasonably request from time to time. Investor
hereby agrees that it shall cooperate with the Company, its counsel and Transfer Agent in connection with any issuances of DWAC Shares,
and hereby represents, warrants and covenants to the Company that that it will resell such DWAC Shares only pursuant to the Registration
Statement in which such DWAC Shares are included, in a manner described under the caption “Plan of Distribution” in such
Registration Statement, and in a manner in compliance with all applicable U.S. federal and state securities laws, rules and regulations,
including, without limitation, any applicable prospectus delivery requirements of the Securities Act. At the time such DWAC Shares are
offered and sold pursuant to the Registration Statement, such DWAC Shares shall be free from all restrictive legends (except as otherwise
required by this Agreement, the Purchase Agreement or applicable federal or state securities laws) and may be transmitted by the transfer
agent to the Investor by crediting an account at DTC as directed in writing by the Investor.


 


(k) Upon
the written request of the Investor, the Company shall use its commercially reasonable efforts to, as soon as reasonably practicable
after receipt of notice from the Investor and subject to Section 3(o) hereof, (i) incorporate in a Prospectus Supplement
or post-effective amendment such information as the Investor reasonably requests to be included therein relating to the sale and distribution
of Registrable Securities, including, without limitation, information with respect to the number of Registrable Securities being offered
or sold, the purchase price being paid therefor and any other terms of the offering of the Registrable Securities to be sold in such
offering; (ii) make all required filings of such Prospectus Supplement or post-effective amendment after being notified of the matters
to be incorporated in such Prospectus Supplement or post-effective amendment; and (iii) supplement or make amendments to any Registration
Statement or Prospectus contained therein if reasonably requested by the Investor.


 


(l) [Reserved].


 


(m) The
Company shall make generally available to its security holders (which may be satisfied by making such information available on EDGAR)
as soon as practical, but not later than ninety (90) days after the close of the period covered thereby, an earnings statement (in
form complying with, and in the manner provided by, the provisions of Rule 158 under the Securities Act) covering a twelve-month
period beginning not later than the first day of the Company’s fiscal quarter next following the applicable Effective Date of each
Registration Statement.


 


(n) The
Company shall otherwise use its commercially reasonable efforts to comply with all applicable rules and regulations of the Commission
in connection with any registration hereunder.


 






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(o) Notwithstanding
anything to the contrary contained herein (but subject to the last sentence of this Section 3(o)), at any time, the Company may,
upon written notice to Investor, delay the filing or effectiveness of any Registration Statement, or suspend Investor’s use of
any Prospectus that is a part of any Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities
pursuant to such Registration Statement contemplated by this Agreement, but shall settle any previously made sales of Registrable Securities)
if the Company determines that in order for such Registration Statement or Prospectus not to contain a material misstatement or omission,
(i) an amendment or supplement thereto would be needed to include information at that time, (ii) the negotiation or consummation
of a transaction by the Company or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event the
Company’s board of directors reasonably believes would require additional disclosure by the Company in such Registration Statement
or Prospectus of material information that the Company has a bona fide business purpose for keeping confidential and the non-disclosure
of which in such Registration Statement or Prospectus would be expected, in the reasonable determination of the Company’s board
of directors, to cause such Registration Statement or Prospectus to fail to comply with applicable disclosure requirements of the Commission,
or (iii) in the good faith judgment of the majority of the members of the Company’s board of directors, such filing or effectiveness
or use of such Registration Statement or Prospectus, as applicable, would be seriously detrimental to the Company and, as a result, that
it is essential to defer such filing, effectiveness or use (each, an “Allowable Grace Period”); provided,
however, that in no event shall the Company delay or suspend the filing, effectiveness or use of any Registration Statement or Prospectus
for a period that exceeds 45 consecutive Trading Days or an aggregate of 90 total calendar days in any 365-day period; and provided,
further, the Company shall not effect any such suspension during the Valuation period following the Purchase Date for each Purchase.
Upon disclosure of such information or the termination of the condition described above, the Company shall provide prompt notice, but
in any event within one Business Day of such disclosure or termination, to the Investor and shall promptly terminate any suspension or
delay it has put into effect and shall take such other reasonable actions to permit registered sales of Registrable Securities as contemplated
in this Agreement (including as set forth in the first sentence of Section 3(f) with respect to the information giving rise
thereto unless such material nonpublic information is no longer applicable). Notwithstanding anything to the contrary contained in this
Section 3(o), the Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with
the terms of the Purchase Agreement in connection with any sale of Registrable Securities with respect to which (i) the Company
has made a sale to Investor and (ii) the Investor has entered into a contract for sale, and delivered a copy of the Prospectus included
as part of the particular Registration Statement to the extent applicable, in each case prior to the Investor’s receipt of the
notice of an Allowable Grace Period and for which the Investor has not yet settled.


 


	4.	Obligations of the Investor.


 


(a) At
least five (5) Business Days prior to the first anticipated filing date of each Registration Statement (or such shorter period to
which the parties agree), the Company shall notify the Investor in writing of the information the Company requires from the Investor
with respect to such Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration
pursuant to this Agreement with respect to the Registrable Securities of the Investor that the Investor shall furnish to the Company
such information regarding itself, the Registrable Securities held by it and the intended method of disposition of the Registrable Securities
held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration of such Registrable Securities
and shall execute such documents in connection with such registration as the Company may reasonably request.


 


(b) The
Investor, by its acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably requested by the Company
in connection with the preparation and filing of each Registration Statement hereunder, unless the Investor has notified the Company
in writing of the Investor’s election to exclude all of the Investor’s Registrable Securities from such Registration Statement.


 


(c) The
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(p) or
the first sentence of 3(f), the Investor shall (i) immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until the Investor’s receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3(o) or the first sentence of Section 3(f) or receipt of notice that
no supplement or amendment is required and (ii) maintain the confidentiality of any information included in such notice delivered
by the Company unless otherwise required by law or subpoena. Notwithstanding anything to the contrary in this Section 4(c), the
Company shall cause its transfer agent to deliver DWAC Shares to a transferee of the Investor in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to which the Investor has entered into a contract for sale
prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind described in Section 3(o) or
the first sentence of Section 3(f) and for which the Investor has not yet settled.


 






    8


     


    

 


(d) The
Investor covenants and agrees that it shall comply with the prospectus delivery and other requirements of the Securities Act as applicable
to it in connection with sales of Registrable Securities pursuant to a Registration Statement.


 


	5.	Expenses of Registration.


 


All
reasonable expenses of the Company, other than sales or brokerage commissions and fees and disbursements of counsel for, and other expenses
of, the Investor, incurred in connection with registrations, filings or qualifications pursuant to Sections 2 and 3, including, without
limitation, all registration, listing and qualifications fees, printers and accounting fees incurred by the Company, and fees and disbursements
of counsel for the Company, shall be paid by the Company.


 


	6.	Indemnification.


 


(a) In
the event any Registrable Securities are included in any Registration Statement under this Agreement, to the fullest extent permitted
by law, the Company will, and hereby does, indemnify, hold harmless and defend the Investor, each of its directors, officers, shareholders,
members, partners, employees, agents, representatives (and any other Persons with a functionally equivalent role of a Person holding
such titles notwithstanding the lack of such title or any other title) and each Person, if any, who controls the Investor within the
meaning of the Securities Act or the Exchange Act and each of the directors, officers, shareholders, members, partners, employees, agents,
representatives (and any other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of
such title or any other title) of such controlling Persons (each, an “Investor Party” and collectively, the
 “Investor Parties”), against any losses, obligations, claims, damages, liabilities, contingencies, judgments,
fines, penalties, charges, costs (including, without limitation, court costs, reasonable attorneys’ fees, costs of defense and
investigation), amounts paid in settlement or expenses, joint or several, (collectively, “Claims”) reasonably
incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation or appeal taken from the
foregoing by or before any court or governmental, administrative or other regulatory agency, body or the Commission, whether pending
or threatened, whether or not an Investor Party is or may be a party thereto (“Indemnified Damages”), to which
any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced or threatened, in respect thereof)
arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material fact in a Registration Statement
or any post-effective amendment thereto or in any filing made in connection with the qualification of the offering under the securities
or other “Blue Sky” laws of any jurisdiction in which Registrable Securities are offered (“Blue Sky Filing”),
or the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein
not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Prospectus (as amended
or supplemented) or in any Prospectus Supplement or the omission or alleged omission to state therein any material fact necessary to
make the statements made therein, in light of the circumstances under which the statements therein were made, not misleading (the matters
in the foregoing clauses (i) and (ii) being, collectively, “Violations”). Subject to Section 6(c),
the Company shall reimburse the Investor Parties, promptly as such expenses are incurred and are due and payable, for any reasonable
and documented legal fees or other reasonable and documented expenses incurred by them in connection with investigating or defending
any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Investor Party arising out of or based upon a Violation which occurs in reliance upon and in
conformity with information furnished in writing to the Company by such Investor Party for such Investor Party expressly for use in connection
with the preparation of such Registration Statement, Prospectus or Prospectus Supplement or any such amendment thereof or supplement
thereto (it being hereby acknowledged and agreed that the written information set forth on Exhibit B attached hereto
is the only written information furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement,
Prospectus or Prospectus Supplement); (ii) shall not be available to the Investor to the extent such Claim is based on a failure
of the Investor to deliver or to cause to be delivered the Prospectus (as amended or supplemented) made available by the Company (to
the extent applicable), including, without limitation, a corrected Prospectus, if such Prospectus (as amended or supplemented) or corrected
Prospectus was timely made available by the Company pursuant to Section 3(d) and then only if, and to the extent that, following
the receipt of the corrected Prospectus no grounds for such Claim would have existed; and (iii) shall not apply to amounts paid
in settlement of any Claim if such settlement is effected without the prior written consent of the Company, which consent shall not be
unreasonably withheld or delayed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on
behalf of the Investor Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.


 






    9


     


    

 


(b) In
connection with any Registration Statement in which the Investor is participating, the Investor agrees to severally and not jointly indemnify,
hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company, each of its directors,
each of its officers who signs the Registration Statement and each Person, if any, who controls the Company within the meaning of the
Securities Act or the Exchange Act (each, an “Company Party”), against any Claim or Indemnified Damages to
which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claim or Indemnified Damages
arise out of or are based upon any Violation, in each case, to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information relating to the Investor furnished to the Company by the Investor expressly for use in
connection with such Registration Statement, the Prospectus included therein or any Prospectus Supplement thereto (it being hereby acknowledged
and agreed that the written information set forth on Exhibit B attached hereto is the only written information
furnished to the Company by or on behalf of the Investor expressly for use in any Registration Statement, Prospectus or Prospectus Supplement);
and, subject to Section 6(c) and the below provisos in this Section 6(b), the Investor shall reimburse a Company Party
any legal or other expenses reasonably incurred by such Company Party in connection with investigating or defending any such Claim; provided, however,
the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained in Section 7
shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of the Investor,
which consent shall not be unreasonably withheld or delayed; and provided, further that the Investor shall
be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds
to the Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement, Prospectus or Prospectus
Supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Company
Party and shall survive the transfer of any of the Registrable Securities by the Investor pursuant to Section 9.


 


(c) Promptly
after receipt by an Investor Party or Company Party (as the case may be) under this Section 6 of notice of the commencement of any
action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Investor Party or
Company Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party under this Section 6,
deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying party shall have the right to participate
in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume control
of the defense thereof with counsel mutually satisfactory to the indemnifying party and the Investor Party or the Company Party (as the
case may be); provided, however, an Investor Party or Company Party (as the case may be) shall have the right to retain
its own counsel with the fees and expenses of such counsel to be paid by the indemnifying party if: (i) the indemnifying party has
agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of
such Claim and to employ counsel reasonably satisfactory to such Investor Party or Company Party (as the case may be) in any such Claim;
or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both such Investor Party
or Company Party (as the case may be) and the indemnifying party, and such Investor Party or such Company Party (as the case may be)
shall have been advised by counsel that a conflict of interest is likely to exist if the same counsel were to represent such Investor
Party or such Company Party and the indemnifying party (in which case, if such Investor Party or such Company Party (as the case may
be) notifies the indemnifying party in writing that it elects to employ separate counsel at the expense of the indemnifying party, then
the indemnifying party shall not have the right to assume the defense thereof on behalf of the indemnified party and such counsel shall
be at the expense of the indemnifying party, provided further that in the case of clause (iii) above
the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate legal counsel
for all Investor Parties or Company Parties (as the case may be). The Company Party or Investor Party (as the case may be) shall reasonably
cooperate with the indemnifying party in connection with any negotiation or defense of any such action or Claim by the indemnifying party
and shall furnish to the indemnifying party all information reasonably available to the Company Party or Investor Party (as the case
may be) which relates to such action or Claim. The indemnifying party shall keep the Company Party or Investor Party (as the case may
be) reasonably apprised at all times as to the status of the defense or any settlement negotiations with respect thereto. No indemnifying
party shall be liable for any settlement of any action, claim or proceeding effected without its prior written consent; provided, however,
the indemnifying party shall not unreasonably withhold, delay or condition its consent. No indemnifying party shall, without the prior
written consent of the Company Party or Investor Party (as the case may be), consent to entry of any judgment or enter into any settlement
or other compromise which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Company Party
or Investor Party (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall
not include any admission as to fault on the part of the Company Party. For the avoidance of doubt, the immediately preceding sentence
shall apply to Sections 6(a) and 6(b) hereof. Following indemnification as provided for hereunder, the indemnifying party shall
be subrogated to all rights of the Company Party or Investor Party (as the case may be) with respect to all third parties, firms or corporations
relating to the matter for which indemnification has been made. The failure to deliver written notice to the indemnifying party within
a reasonable time of the commencement of any such action shall not relieve such indemnifying party of any liability to the Investor Party
or Company Party (as the case may be) under this Section 6, except to the extent that the indemnifying party is materially and adversely
prejudiced in its ability to defend such action.


 






    10


     


    

 


(d) No
Person involved in the sale of Registrable Securities who is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) in connection with such sale shall be entitled to indemnification from any Person involved in such sale of Registrable
Securities who is not guilty of fraudulent misrepresentation.


 


(e) The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the investigation
or defense, as and when bills are received or Indemnified Damages are incurred; provided that any Person receiving any
payment pursuant to this Section 6 shall promptly reimburse the Person making such payment for the amount of such payment to the
extent a court of competent jurisdiction determines that such Person receiving such payment was not entitled to such payment.


 


(f) The
indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the Company
Party or Investor Party against the indemnifying party or others, and (ii) any liabilities the indemnifying party may be subject
to pursuant to the law.


 


	7.	Contribution.


 


To
the extent any indemnification by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum
contribution with respect to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted
by law; provided, however: (i) no contribution shall be made under circumstances where the maker would not
have been liable for indemnification under the fault standards set forth in Section 6 of this Agreement, (ii) no Person involved
in the sale of Registrable Securities which Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) in connection with such sale shall be entitled to contribution from any Person involved in such sale of Registrable
Securities who was not guilty of fraudulent misrepresentation; and (iii) contribution by any seller of Registrable Securities shall
be limited in amount to the amount of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant
to such Registration Statement. Notwithstanding the provisions of this Section 7, the Investor shall not be required to contribute,
in the aggregate, any amount in excess of the amount by which the net proceeds actually received by the Investor from the applicable
sale of the Registrable Securities subject to the Claim exceeds the amount of any damages that the Investor has otherwise been required
to pay, or would otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission
or alleged omission.


 


	8.	Reports Under the Exchange Act.


 


With
a view to making available to the Investor the benefits of Rule 144, the Company agrees to:


 


(a) use
its commercially reasonable efforts to make and keep public information available, as those terms are understood and defined in Rule 144;


 


(b) use
its commercially reasonable efforts to file with the Commission in a timely manner all reports and other documents required of the Company
under the Securities Act and the Exchange Act so long as the Company remains subject to such requirements (it being understood that nothing
herein shall limit any of the Company’s obligations under the Purchase Agreement) and the filing of such reports and other documents
is required for the applicable provisions of Rule 144;


 






    11


     


    

 


(c) furnish
to the Investor, so long as the Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the Exchange Act, (ii) a
copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with the
Commission if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested
to permit the Investor to sell such securities pursuant to Rule 144 without registration; and


 


(d) take
such additional action as is reasonably requested by the Investor to enable the Investor to sell the Registrable Securities pursuant
to Rule 144, including, without limitation, delivering all such legal opinions, consents, certificates, resolutions and instructions
to the Company’s Transfer Agent as may be reasonably requested from time to time by the Investor and otherwise fully cooperate
with Investor and Investor’s broker to effect such sale of securities pursuant to Rule 144.


 


	9.	Assignment of Registration Rights.


 


Neither
the Company nor the Investor shall assign this Agreement or any of their respective rights or obligations hereunder.


 


	10.	Amendment or Waiver.


 


No
provision of this Agreement may be amended or waived by the parties from and after the date that is one (1) Trading Day immediately
preceding the date of filing of the Initial Registration Statement with the Commission. Subject to the immediately preceding sentence,
no provision of this Agreement may be (i) amended other than by a written instrument signed by both parties hereto or (ii) waived
other than in a written instrument signed by the party against whom enforcement of such waiver is sought. Failure of any party to exercise
any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.


 


	11.	Miscellaneous.


 


(a) Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns or is deemed to
own of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two or more Persons
with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or election received from
such record owner of such Registrable Securities.


 


(b) Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement shall be given
in accordance with Section 10.4 of the Purchase Agreement.


 


(c) Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof. The Company and the Investor acknowledge and agree that irreparable damage would occur in the
event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached.
It is accordingly agreed that either party shall be entitled to an injunction or injunctions to prevent or cure breaches of the provisions
of this Agreement by the other party and to enforce specifically the terms and provisions hereof (without the necessity of showing economic
loss and without any bond or other security being required), this being in addition to any other remedy to which either party may be
entitled by law or equity.


 






    12


     


    

 


(d) All
questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws
of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State
of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New
York. Each party hereby irrevocably submits to the exclusive jurisdiction of the federal courts sitting in the City of New York, Borough
of Manhattan, for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or
discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not
personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or
that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents
to process being served in any such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices
to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. If any provision of this
Agreement shall be invalid or unenforceable in any jurisdiction, such invalidity or unenforceability shall not affect the validity or
enforceability of the remainder of this Agreement in that jurisdiction or the validity or enforceability of any provision of this Agreement
in any other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL
FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY.


 


(e) The
Transaction Documents set forth the entire agreement and understanding of the parties solely with respect to the subject matter thereof
and supersedes all prior and contemporaneous agreements, negotiations and understandings between the parties, both oral and written,
solely with respect to such matters. There are no promises, undertakings, representations or warranties by either party relative to the
subject matter hereof not expressly set forth in the Transaction Documents. Notwithstanding anything in this Agreement to the contrary
and without implication that the contrary would otherwise be true, nothing contained in this Agreement shall limit, modify or affect
in any manner whatsoever (i) the conditions precedent to a Purchase contained in Article VII of the Purchase Agreement or (ii) any
of the Company’s obligations under the Purchase Agreement.


 


(f) This
Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors. This Agreement is not
for the benefit of, nor may any provision hereof be enforced by, any Person, other than the parties hereto, their respective successors
and the Persons referred to in Sections 6 and 7 hereof (and in such case, solely for the purposes set forth therein).


 


(g) The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless the
context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular and plural
forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed
broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,” “hereof”
and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(h) This
Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall
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., shall be considered due execution and
shall be binding upon the signatory thereto with the same force and effect as if the signature were an original signature.


 


(i) Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such
other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry out the intent
and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(j) The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules of
strict construction will be applied against any party.


 


	12.	Termination.


 


This
Agreement shall terminate in its entirety upon the earlier of (i) the date on which the Merger Agreement is validly terminated,
prior to the consummation of the Merger, in accordance with its terms and (ii) the date on which the Investor shall no longer hold
any Registrable Securities; provided, that the provisions of Sections 4, 6, 7, 9, 10 and 11 shall remain in full force and effect.


 


[Signature Pages Follow]


 






    13


     


    

 


IN WITNESS WHEREOF,
the Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.


 


	 	COMPANY:
	 	 
	 	ACE CONVERGENCE ACQUISITION CORP.
	 	 
	 	 
	 	By:	 
	 	 	Name: Behrooz Abdi
	 	 	Title: Chief Executive Officer


 


[Signature Page to Registration Rights
Agreement]



 






    


     


    

 


IN WITNESS WHEREOF,
the Investor and the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed
as of the date first written above.





 


	 	INVESTOR:
	 	 	 
	 	WHITE LION CAPITAL, LLC
	 	 
	 	 
	 	By:	/s/
	 	 	Name: Yash Thukral
	 	 	Title: Managing Director


 


[Signature Page to Registration Rights
Agreement]


 






    


     


    

 


EXHIBIT A


 


SELLING STOCKHOLDER


 


This
prospectus relates to the possible resale from time to time by White Lion Capital of any or all of the shares of common stock that may
be issued by us to White Lion Capital under the Purchase Agreement. For additional information regarding the issuance of common stock
covered by this prospectus, see the section titled “White Lion Capital Committed Equity Financing” above. We are registering
the shares of common stock pursuant to the provisions of the Registration Rights Agreement we entered into with White Lion Capital on
{} in order to permit the selling stockholder to offer the shares for resale from time to time. Except for the transactions contemplated
by the Purchase Agreement and the Registration Rights Agreement or as otherwise disclosed in this prospectus, White Lion Capital has
not had any material relationship with us within the past three years. As used in this prospectus, the term “selling stockholder”
means White Lion Capital, LLC.


 


The
table below presents information regarding the selling stockholder and the shares of common stock that it may offer from time to time
under this prospectus. This table is prepared based on information supplied to us by the selling stockholder, and reflects holdings as
of [•], 2022. The number of shares in the column “Maximum Number of Shares of Common Stock to be Offered Pursuant to this
Prospectus” represents all of the shares of common stock that the selling stockholder may offer under this prospectus. The selling
stockholder may sell some, all or none of its shares in this offering. We do not know how long the selling stockholder will hold the
shares before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholder regarding
the sale of any of the shares.


 


Beneficial
ownership is determined in accordance with Rule 13d-3(d) promulgated by the SEC under the Exchange Act, and includes shares
of common stock with respect to which the selling stockholder has voting and investment power. The percentage of shares of common stock
beneficially owned by the selling stockholder prior to the offering shown in the table below is based on an aggregate of [•] shares
of our common stock outstanding on [•], 2022. Because the purchase price of the shares of common stock issuable under the Purchase
Agreement is determined on the Purchase Settlement Date with respect to each Purchase, the number of shares that may actually be sold
by the Company under the Purchase Agreement may be fewer than the number of shares being offered by this prospectus. The fourth column
assumes the sale of all of the shares offered by the selling stockholder pursuant to this prospectus.


 


	 	 	Number of Shares of	 	 	 	 
	 	 	Common Stock	 	 Maximum Number of	 	Number of Shares of
	 	 	Owned Prior to	 	Shares of Common Stock	 	Common Stock
	 	 	Offering	 	to be Offered Pursuant to	 	Owned After Offering	 
	Name of Selling Stockholder	 	Number(1)	 	Percent(2)	 	this Prospectus	 	Number(3)	 	Percent(2)	 
	White
    Lion Capital, LLC(4)	 	[·]	 	*	 	[·]	 	0	 	—	 



 





 








	*	Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.





	(1)	In accordance with Rule 13d-3(d) under the Exchange Act, we have excluded
    from the number of shares beneficially owned prior to the offering all of the shares that White Lion Capital may be required to purchase
    under the Purchase Agreement, because the issuance of such shares is solely at our discretion and is subject to conditions contained
    in the Purchase Agreement, the satisfaction of which are entirely outside of White Lion Capital’s control, including the registration
    statement that includes this prospectus becoming and remaining effective. Furthermore, the Purchase of common stock are subject to
    certain agreed upon maximum amount limitations set forth in the Purchase Agreement. Also, the Purchase Agreement prohibits us from
    issuing and selling any shares of our common stock to White Lion Capital to the extent such shares, when aggregated with all other
    shares of our common stock then beneficially owned by White Lion Capital, would cause White Lion Capital’s beneficial ownership
    of our common stock to exceed the 4.99% Beneficial Ownership Cap. The Purchase Agreement also prohibits us from issuing or selling
    shares of our common stock under the Purchase Agreement in excess of the 19.99% Exchange Cap, unless we obtain stockholder approval
    to do so, or unless sales of common stock are made at a price equal to or greater than $[•] per share, such that the Exchange
    Cap limitation would not apply under applicable Nasdaq rules. Neither the Beneficial Ownership Limitation nor the Exchange Cap (to
    the extent applicable under Nasdaq rules) may be amended or waived under the Purchase Agreement.





	(2)	Applicable percentage ownership is based on [•] shares of our common stock outstanding as of [•],
    2022.
	(3)	Assumes the sale of all shares being offered pursuant to this prospectus.
	(4)	The business address of White Lion Capital, LLC (“WLC”) is 17631 Ventura
    Blvd., Suite 1008, Encino, CA 91316. WLC’s principal business is that of a private investor. Dmitriy Slobodskiy Jr., Yash
    Thukral, SamYaffa, and Nathan Yee are the managing principals of WLC. Therefore, each of Slobodskiy Jr., Thukral, Yaffa, and Yee
    may be deemed to have sole voting control and investment discretion over securities beneficially owned directly by WLC and, indirectly,
    by WLC. We have been advised that WLC is not a member of the Financial Industry Regulatory Authority, or FINRA, or an independent
    broker-dealer. The foregoing should not be construed in and of itself as an admission by Slobodskiy Jr., Thukral, Yaffa, and Yee
    as to beneficial ownership of the securities beneficially owned directly by WLC and, indirectly, by WLC.










 






    


     


    

 


PLAN OF DISTRIBUTION


 


The
shares of common stock offered by this prospectus are being offered by the selling stockholder, White Lion Capital, LLC. The shares may
be sold or distributed from time to time by the selling stockholder directly to one or more purchasers or through brokers, dealers, or
underwriters who may act solely as agents at market prices prevailing at the time of sale, at prices related to the prevailing market
prices, at negotiated prices, or at fixed prices, which may be changed. The sale of the shares of our common stock offered by this prospectus
could be effected in one or more of the following methods:


 


	 	·	 	ordinary brokers’ transactions;


 


	 	·	 	transactions involving cross or block trades;


 


	 	·	 	through brokers, dealers, or underwriters who may act solely as agents;


 


	 	·	 	“at the market” into an existing market for our common stock;


 


	 	·	 	in other ways not involving market makers or established business markets, including
    direct sales to purchasers or sales effected through agents;


 


	 	·	 	in privately negotiated transactions; or


 


	 	·	 	any combination of the foregoing.


 


In
order to comply with the securities laws of certain states, if applicable, the shares may be sold only through registered or licensed
brokers or dealers. In addition, in certain states, the shares may not be sold unless they have been registered or qualified for sale
in the state or an exemption from the state’s registration or qualification requirement is available and complied with.


 


White
Lion Capital is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.


 


White
Lion Capital has informed us that it intends to use one or more registered broker-dealers to effectuate all sales, if any, of our common
stock that it may acquire from us pursuant to the Purchase Agreement. Such sales will be made at prices and at terms then prevailing
or at prices related to the then current market price. Each such registered broker-dealer will be an underwriter within the meaning of
Section 2(a)(11) of the Securities Act. White Lion Capital has informed us that each such broker-dealer may receive commissions
from White Lion Capital and, if so, such commissions will not exceed customary brokerage commissions.


 


Brokers,
dealers, underwriters or agents participating in the distribution of the shares of our common stock offered by this prospectus may receive
compensation in the form of commissions, discounts, or concessions from the purchasers, for whom the broker-dealers may act as agent,
of the shares sold by the selling stockholder through this prospectus. The compensation paid to any such particular broker-dealer by
any such purchasers of shares of our common stock sold by the selling stockholder may be less than or in excess of customary commissions.
Neither we nor the selling stockholder can presently estimate the amount of compensation that any agent will receive from any purchasers
of shares of our common stock sold by the selling stockholder.


 






    


     


    

 


We
know of no existing arrangements between the selling stockholder or any other stockholder, broker, dealer, underwriter or agent relating
to the sale or distribution of the shares of our common stock offered by this prospectus.


 


We
may from time to time file with the SEC one or more supplements to this prospectus or amendments to the registration statement of which
this prospectus forms a part to amend, supplement or update information contained in this prospectus, including, if and when required
under the Securities Act, to disclose certain information relating to a particular sale of shares offered by this prospectus by the selling
stockholder, including the names of any brokers, dealers, underwriters or agents participating in the distribution of such shares by
the selling stockholder, any compensation paid by the selling stockholder to any such brokers, dealers, underwriters or agents, and any
other required information.


 


We
also have agreed to indemnify White Lion Capital and certain other persons against certain liabilities in connection with the offering
of shares of our common stock offered hereby, including liabilities arising under the Securities Act or, if such indemnity is unavailable,
to contribute amounts required to be paid in respect of such liabilities. White Lion Capital has agreed to indemnify us against liabilities
under the Securities Act that may arise from certain written information furnished to us by White Lion Capital specifically for use in
this prospectus or, if such indemnity is unavailable, to contribute amounts required to be paid in respect of such liabilities. Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling persons,
we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act
and is therefore, unenforceable.


 


We
estimate that the total expenses for the offering will be approximately $.


 


White
Lion Capital has represented to us that at no time prior to the date of the Purchase Agreement has White Lion Capital, any of its affiliates
or any entity managed or controlled by White Lion Capital engaged in or effected, directly or indirectly, for its own principal account,
any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange Act) of our common stock that establishes
a net short position with respect to our common stock. White Lion Capital has agreed that during the term of the Purchase Agreement,
none of White Lion Capital, any of its affiliates nor any entity managed or controlled by White Lion Capital will enter into or effect,
directly or indirectly, any of the foregoing transactions for its own principal account or for the principal account of any other such
entity.


 


We
have advised the selling stockholder that it is required to comply with Regulation M promulgated under the Exchange Act. With certain
exceptions, Regulation M precludes the selling stockholder, any affiliated purchasers, and any broker-dealer or other person who participates
in the distribution from bidding for or purchasing, or attempting to induce any person to bid for or purchase any security which is the
subject of the distribution until the entire distribution is complete. Regulation M also prohibits any bids or purchases made in order
to stabilize the price of a security in connection with the distribution of that security. All of the foregoing may affect the marketability
of the securities offered by this prospectus.


 


This
offering will terminate on the date that all shares of our common stock offered by this prospectus have been sold by the selling stockholder.


 


Our
common stock is currently listed on The Nasdaq Capital Market under the symbol “TMPO”.


 






    


     


    

 


EXHIBIT C


 


The business address
of White Lion Capital, LLC (“WLC”) is 17631 Ventura Blvd #1008, Encino, CA 91316. WLC’s principal business is that
of a private investor. Dmitriy Slobodskiy Jr., Yash Thukral, Sam Yaffa, and Nathan Yee are the managing principals of WLC. Therefore,
each of Slobodskiy Jr., Thukral, Yaffa, and Yee may be deemed to have sole voting control and investment discretion over securities beneficially
owned directly by WLC and, indirectly, by WLC. We have been advised that WLC is not a member of the Financial Industry Regulatory Authority,
or FINRA, or an independent broker-dealer. The foregoing should not be construed in and of itself as an admission by Slobodskiy Jr.,
Thukral, Yaffa, and Yee as to beneficial ownership of the securities beneficially owned directly by WLC and, indirectly, by WLC.


 


White Lion Capital has
represented to us that at no time prior to the date of the Purchase Agreement has White Lion Capital or, any of its agents, representatives
or affiliates or any entity managed or controlled by White Lion Capital engaged in or effected, in any manner whatsoever, directly or
indirectly, for its own principal account, any short sale (as such term is defined in Rule 200 of Regulation SHO of the Exchange
Act) of our common stock, which that establishes a net short position with respect to our common stock. White Lion Capital has agreed
that during the term of the Purchase Agreement, neither of White Lion Capital, nor any of its agents, representatives or affiliates nor
any entity managed or controlled by White Lion Capital will enter into or effect, directly or indirectly, any of the foregoing transactions
for its own principal account or for the principal account of any other such entity.