Exhibit 10.1


 


TERMINATION
AND RELEASE AGREEMEnt


 


This TERMINATION AND RELEASE
AGREEMENT, dated as of July 11, 2021 (this “Agreement”), is entered into by and between ACE Convergence Acquisition
Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), and Achronix Semiconductor Corporation, a
Delaware corporation (the “Company”). The foregoing are collectively referred to herein as the “Parties”
and each individually as a “Party.” Capitalized terms used but not defined herein shall have the meanings ascribed
to them in that certain Agreement and Plan of Merger, dated as of January 7, 2021 (the “Merger Agreement”), by and
among Acquiror, ACE Convergence Subsidiary Corp., a Delaware corporation and a direct, wholly owned subsidiary of Acquiror, and the Company.


 


WHEREAS, pursuant to Section
10.1(a) thereof, the Merger Agreement may be terminated by written consent of the Company and Acquiror; and


 


WHEREAS, the Parties desire
to terminate the Merger Agreement and to be bound by the other provisions set forth herein.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants and agreements contained herein, the Parties hereby agree as follows:


 


1.                 
Termination of Merger Agreement. Effective immediately, the Merger Agreement shall be terminated without further action
on the part of the parties thereto, and none of the provisions of the Merger Agreement shall be of any further force or effect as of such
time, including, without limitation, provisions of the Merger Agreement which by their terms would otherwise have survived the termination
of the Merger Agreement.


 


2.                 
Termination of the Ancillary Agreements. The Parties acknowledge and agree that, effectively immediately, each of the Ancillary
Agreements, with the exception of the Confidentiality Agreement, shall be automatically terminated without further action on the part
of the parties thereto and none of the provisions thereof shall be of any further force or effect, including, without limitation, provisions
thereof, as the case may be, that by their terms would otherwise have survived such termination.


 


3.                 
Survival of Confidentiality Agreement; Public Disclosures; Non-Disparagement.


 


(a)              
Notwithstanding anything contained in this Agreement to the contrary, the provisions of the Confidentiality Agreement shall survive
and remain in full force and effect in accordance with the terms of the Confidentiality Agreement.


 


(b)              
Any general notices, releases, statements or communications by either Party to the general public or the press relating to the
Merger Agreement and the Ancillary Agreements (collectively, along with any other related agreement, the "Transaction Agreements")
or this Agreement, the participation or involvement of the Parties in the transactions contemplated by the Transaction Agreements or this
Agreement, and the reasons for or any of the events or circumstances surrounding the termination of the transactions contemplated by the
Transaction Agreements shall be made only at such times and in such manner as may be mutually agreed in writing by the Parties, except
as otherwise required by law (and in such case only after a reasonable attempt has been made to consult with the other Party to this Agreement).


 






     


     


    

 


(c)              
Except as required by applicable law or the rules or regulations of any governmental authority or by the order of any court of
competent jurisdiction, each Party agrees that such Party shall not, directly or indirectly (through such Party’s Related Parties
(as defined below) or otherwise), make, publish or cause to be made or published any statement or remark concerning the subject matter
of the Transaction Agreements, the participation or involvement of the Parties in the transactions contemplated by the Transaction Agreements
or the reasons for or any of the events or circumstances surrounding the termination of the transactions contemplated by the Transaction
Agreements that could reasonably be understood as disparaging the business or conduct of the other Party or its respective Related Parties
or as intended to harm the business or reputation of the other Party or its respective Related Parties.


 


4.                 
Mutual Release; Covenant Not to Sue.


 


(a)              
Each Party, on its own behalf and on behalf of its respective Related Parties, generally, irrevocably, unconditionally and completely
releases and forever discharges each other Party and any of their respective former, current or future officers, directors, agents, advisors,
representatives, managers, members, partners, shareholders, employees, subsidiaries, financing sources, affiliates (including, without
limitation, controlling persons), officers, directors, members, managers and employees of affiliates, principals, and any heirs, executors,
administrators, successors or assigns of any said person or entity (the “Related Parties”), from all disputes, claims,
losses, controversies, demands, rights, liabilities, actions and causes of action of every kind and nature (each, a “Claim”),
whether known or unknown, arising from any matter concerning, based upon, in connection with, or relating to (i) the Merger Agreement
and the Ancillary Agreements, (ii) any breach, non-performance, action or failure to act under the Transaction Agreements, and (iii) the
transactions contemplated by the Transaction Agreements, included the Merger, the events leading to the abandonment of the Merger and
the termination of the Merger Agreement or any of the Ancillary Agreements (collectively, the “Released Claims”). Notwithstanding
the foregoing, nothing herein shall relieve any party to the Merger Agreement from liability for any intentional breach of the Merger
Agreement or intentional and actual fraud in the making of the representations and warranties in the Merger Agreement and any Claims in
respect of the foregoing shall not be deemed to be Released Claims.


 


(b)              
It is understood and agreed that, except as otherwise provided therein, the preceding paragraph is a full and final release covering
all known as well as unknown or unanticipated debts, claims or damages of the Parties and their Related Parties relating to or arising
out of the Transaction Agreements. Therefore, each of the Parties expressly waives any rights it may have under any statute or common
law principle under which a general release does not extend to claims that such Party does not know or suspect to exist in its favor at
the time of executing the release, which if known by such Party must have affected such Party’s settlement with the other. In connection
with such waiver and relinquishment, the Parties acknowledge that they or their attorneys or agents may hereafter discover claims or facts
in addition to or different from those which they now know or believe to exist with respect to the Released Claims, but that it is their
intention hereby fully, finally and forever to settle and release all of the Released Claims. In furtherance of this intention, the releases
herein given shall be and remain in effect as full and complete mutual releases with regard to the Released Claims notwithstanding the
discovery or existence of any such additional or different claim or fact.


 






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(c)              
Each Party, on behalf of itself and its Related Parties, hereby covenants to each other Party and their respective Related Parties
not to, with respect to any Released Claim, directly or indirectly encourage or solicit or voluntarily assist or participate in any way
in the filing, reporting or prosecution by such Party or its Related Parties or any third party of a suit, arbitration, mediation, or
claim (including a third party or derivative claim) against any other Party and/or its Related Parties relating to any Released Claim,
and the Company, on the one hand, and Acquiror, on the other hand, each hereby agree to indemnify the other Party from any Claim brought
in respect of a Released Claim by such Person’s respective Related Parties.


 


(d)              
The covenants contained in this Section 4 shall survive the execution and delivery of this Agreement indefinitely regardless
of any statute of limitations.


 


(e)              
Each of the Parties hereby expressly waives to the fullest extent permitted by law the provisions, rights, and benefits of California
Civil Code § 1542 (or any similar law), which provides:


 


A general
release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time
of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released
party.


 


(f)               
Nothing in this Section 4 shall: (i) apply to any action by any Party to enforce the rights and obligations imposed
pursuant to this Agreement; or (ii) constitute a release by any Party for any Claim arising under this Agreement.


 


5.                 
Representations of the Parties. Each Party, on behalf of itself and its Related Parties, represents and warrants to the
other Party as follows:


 


(a)              
This Agreement constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its
terms, subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief or other equitable remedies.


 


(b)              
Such Party has full power and authority to execute, deliver and perform its obligations under this Agreement. The execution, delivery
and performance by such Party of this Agreement have been duly and validly authorized by all necessary corporate or other action on the
part of such Party.


 


(c)              
The execution and delivery of this Agreement by such Party does not, and the performance by such Party of the transactions contemplated
by this Agreement does not: (i) conflict with, or result in a violation or breach of, any provision of its charter or bylaws (or
equivalent organizational documents); (ii) conflict with, or result in any violation or breach of, or constitute (with our without
notice of lapse of time, or both) a default under or require a consent or waiver under, any of the terms, conditions or provisions of
any contractual restriction binding on such Party or affecting such Party or any of its assets; or (iii) conflict with or violate
any order or judgment of any court or other agency of government applicable to such Party or any of its assets.


 






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6.                 
Miscellaneous.


 


(a)              
Severability. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect,
such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with,
and possible under, applicable law. The provisions hereof are severable, and in the event any provision hereof should be held invalid
or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.


 


(b)              
Third-Party Beneficiaries. Each Party acknowledges and agrees that each Party’s Related Parties are express third-party
beneficiaries of the releases of such Related Parties and covenants not to sue such Related Parties contained in Section 4
of this Agreement and are entitled to enforce rights under such section to the same extent that such Related Parties could enforce such
rights if they were a party to this Agreement. Except as provided in the preceding sentence, there are no third-party
beneficiaries to this Agreement.


 


(c)              
Injunctive Relief. The Parties agree that irreparable damage would occur in the event that any of the provisions of this
Agreement was not performed in accordance with its specified terms or was otherwise breached and that money damages would not be an adequate
remedy for any breach of this Agreement. It is accordingly agreed that in any proceeding seeking specific performance each of the Parties
shall waive the defense of adequacy of a remedy at law and any requirement for the securing or posting of any bond in connection with
any such remedy. Each of the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereof in any court of competent jurisdiction, this being in addition to any other remedy to which
they are entitled at law or in equity.


 


(d)              
Further Assurances. Each Party shall, and shall cause its Subsidiaries and Related Parties to, cooperate with each other
in the taking of all actions necessary, proper or advisable under this Agreement and applicable laws to effectuate the terminations contemplated
by this Agreement. Without limiting the generality of the foregoing, the Parties shall, and shall cause their respective Subsidiaries
and Related Parties to, cooperate with each other in connection with the withdrawal of any applications to or termination of proceedings
before any Governmental Authority, in each case to the extent applicable, in connection with the transactions contemplated by the Transaction
Agreements.


 


(e)              
Other Miscellaneous Terms. The provisions of Sections 11.3 (Notices), 11.4 (Assignment), 11.7 (Governing Law), 11.8 (Headings;
Counterparts), 11.11 (Amendment), 11.14 (Jurisdiction; Waiver of Jury Trial), 11.16 (Non-Recourse) and 11.18 (Conflicts and Privilege)
of the Merger Agreement are incorporated herein by reference as if set forth herein and shall apply mutatis mutandis to this Agreement.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed by their respective authorized officers as of the date first written above.


 


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



 


Signature
Page to Termination and Release Agreement


 






     


     


    

 


	 	ACHRONIX SEMICONDUCTOR CORPORATION
	 
	 	By:	/s/ Robert Blake
	 	 	Name: Robert Blake
	 	 	Title: Chief Executive Officer






 


Signature
Page to Termination and Release Agreement