Exhibit 10.2


 


AMENDED
AND RESTATED

REGISTRATION RIGHTS AGREEMENT


 





This
Amended and Restated Registration Rights Agreement (this “Agreement”), dated as of November 22,
2022 is made and entered into by and among Tempo Automation Holdings, Inc., a Delaware corporation (the “Company”)
(formerly known as ACE Convergence Acquisition Corp., a Cayman Islands exempted company prior to its domestication as a Delaware corporation),
ACE Convergence Acquisition LLC, a Delaware limited liability company (“Sponsor Holdco”), the Persons set forth
on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”),
and certain former stockholders of Tempo Automation, Inc., a Delaware corporation (“Tempo”), identified
on the signature pages hereto (such stockholders, the “Tempo Holders,” and, collectively with the Sponsors
and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 or Section 5.10
of this Agreement, the “Holders” and each, a “Holder”).


 


Recitals


 


Whereas,
the Company and the Sponsors are party to that certain Registration Rights Agreement, dated as of July 27, 2020 (the “Original
RRA”);


 


Whereas,
the Company has entered into that certain Amended and Restated Agreement and Plan of Merger, dated as of August 12, 2022, as amended
by that certain First Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of September 7, 2022, and that
certain Second Amendment to the Amended and Restated Agreement and Plan of Merger, dated as of September 23, 2022 (the “Merger
Agreement”), by and among the Company, ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned
subsidiary of the Company, and Tempo;


 


Whereas,
prior to the date hereof and subject to the conditions of the Merger Agreement, the Company migrated to and domesticated as a Delaware
corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and the Cayman Islands Companies
Law (2020 Revision);


 


Whereas,
on the date hereof, pursuant to the Merger Agreement, the Tempo Holders received shares of common stock, par value $0.0001 per share (the
 “Common Stock”), of the Company;


 


Whereas,
pursuant to Section 5.5 of the Original RRA, the provisions, covenants and conditions set forth therein may be amended or modified
upon the written consent of the Company and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable
Securities (as defined in the Original RRA) at the time in question, and the Sponsors are Holders in the aggregate of at least a majority-in-interest
of the Registrable Securities as of the date hereof; and


 


Whereas,
the Company and the Sponsors desire to amend and restate the Original RRA in its entirety and enter into this Agreement, pursuant to which
the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this
Agreement.


 






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Now,
Therefore, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby
agree as follows:


 


ARTICLE I


 


DEFINITIONS


 


1.1           Definitions.
The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:


 


“Additional Holder”
shall have the meaning given in Section 5.10.


 


“Additional Holder
Common Stock” shall have the meaning given in Section 5.10.


 


“Adverse Disclosure”
shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or the Chief Financial Officer of the Company, after consultation with counsel to the Company, (i) would be required to be
made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus
and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required
to be made at such time if the Registration Statement were not being filed, declared effective or used, as the case may be, and (iii) the
Company has a bona fide business purpose for not making such information public.


 


“Agreement”
shall have the meaning given in the Preamble hereto.


 


“Assignors”
shall have the meaning given in the Recitals hereto.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Closing”
shall have the meaning given in the Merger Agreement.


 


“Closing Date”
shall have the meaning given in the Merger Agreement.


 


“Commission”
shall mean the Securities and Exchange Commission.


 


“Common Stock”
shall have the meaning given in the Recitals hereto.


 


“Company”
shall have the meaning given in the Preamble hereto and includes the Company’s successors by recapitalization, merger, consolidation,
spin-off, reorganization or similar transaction.


 






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“Competing Registration
Rights” shall have the meaning given in Section 5.7.


 


“Demanding Holder”
shall have the meaning given in Section 2.1.4.


 


“Exchange Act”
shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.


 


“Form S-1
Shelf” shall have the meaning given in Section 2.1.1.


 


“Form S-3
Shelf” shall have the meaning given in Section 2.1.1.


 


“Holder Information”
shall have the meaning given in Section 4.1.2.


 


“Holders”
shall have the meaning given in the Preamble hereto, for so long as such person or entity holds any Registrable Securities.


 


“Joinder”
shall have the meaning given in Section 5.10.


 


“Letter Agreement”
means that certain letter agreement, dated as of July 27, 2020, by and among the Company, the Sponsors and certain of the Company’s
current and former officers, directors and director nominees.


 


“Maximum Number
of Securities” shall have the meaning given in Section 2.1.5.


 


“Merger Agreement”
shall have the meaning given in the Recitals hereto.


 


“Minimum Takedown
Threshold” shall have the meaning given in Section 2.1.4.


 


“Misstatement”
shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light
of the circumstances under which they were made) not misleading.


 


“Original RRA”
shall have the meaning given in the Recitals hereto.


 


“Permitted Transferees”
shall mean any person or entity to whom such Holder is permitted to transfer such Registrable Securities, subject to and in accordance
with any applicable agreement between such Holder and/or their respective Permitted Transferees and the Company and any transferee thereafter,
including Section 5.2 of this Agreement.


 


“Piggyback Registration”
shall have the meaning given in Section 2.2.1.


 


“Prospectus”
shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 






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“Registrable Security”
shall mean (a) any outstanding shares of Common Stock or any other equity security (including warrants to purchase shares of Common
Stock and shares of Common Stock issued or issuable upon the exercise of any other equity security) of the Company held by a Holder immediately
following the Closing (including, for the avoidance of doubt, any securities distributable pursuant to the Merger Agreement); (b) any
Additional Holder Common Stock; and (c) any other equity security of the Company issued or issuable with respect to any securities
referenced in clauses (a) through (b) above by way of a stock dividend or stock split or in connection with a recapitalization,
merger, consolidation, spin-off, reorganization or similar transaction; provided, however, that, as to any particular Registrable
Security, such securities shall cease to be Registrable Securities upon the earliest to occur of: (A) a Registration Statement with
respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold,
transferred, disposed of or exchanged in accordance with such Registration Statement by the applicable Holder; (B)(i) such securities
shall have been otherwise transferred, (ii) new certificates for such securities not bearing (or book-entry positions not subject
to) a legend restricting further transfer shall have been delivered by the Company and (iii) subsequent public distribution of such
securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such
securities may be sold without registration pursuant to Rule 144 or any successor rule promulgated under the Securities Act
(but with no limitation as to volume or manner of sale); and (E) such securities have been sold to, or through, a broker, dealer
or underwriter in a public distribution or other public securities transaction.


 


“Registration”
shall mean a registration, including any related Shelf Takedown, effected by preparing and filing a registration statement, Prospectus
or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated
thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)           all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.)
and any national securities exchange on which the Common Stock is then listed;


 


(B)            fees
and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)            printing,
messenger, telephone and delivery expenses;


 


(D)            reasonable
fees and disbursements of counsel for the Company;


 


(E)            reasonable
fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration;
and


 


(F)            in
an Underwritten Offering, reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding
Holders.


 


“Registration
Statement” shall mean any registration statement that covers Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to
such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.


 






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“Requesting Holders”
shall have the meaning given in Section 2.1.5.


 


“Securities Act”
shall mean the Securities Act of 1933, as amended from time to time.


 


“Shelf”
shall mean the Form S-1 Shelf, the Form S-3 Shelf or any Subsequent Shelf Registration Statement, as the case may be.


 


“Shelf Registration”
shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant
to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).


 


“Shelf Takedown”
shall mean an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.


 


“Sponsor”
shall have the meaning given in the Preamble hereto.


 


“Sponsor Holdco”
shall have the meaning given in the Preamble hereto.


 


“Subsequent Shelf
Registration Statement” shall have the meaning given in Section 2.1.2.


 


“Subscription
Agreements” shall mean (i) those certain Third Amended and Restated Subscription Agreements, dated as of September 7,
2022, by and between the Company and each of the subscribers party thereto, relating to the sale of an aggregate of 550,000 shares of
Common Stock and (ii) those certain Subscription Agreements, dated as of the date hereof, relating to the sale of an aggregate of
700,000 shares of Common Stock.


 


“Tempo”
shall have the meaning given in the Preamble hereto.


 


“Tempo Holders”
shall have the meaning given in the Preamble hereto.


 


“Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or
(b).


 


“Underwriter”
shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such
dealer’s market-making activities.


 


“Underwritten
Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting
for distribution to the public.


 






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“Underwritten
Shelf Takedown” shall have the meaning given in Section 2.1.4.


 


“Withdrawal Notice”
shall have the meaning given in Section 2.1.6.


 


ARTICLE II


 


REGISTRATIONS
AND OFFERINGS


 


2.1           Shelf
Registration.


 


2.1.1        Filing.
Within thirty (30) days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for
a Shelf Registration on Form S-1 (the “Form S-1 Shelf”) or a Registration Statement for a Shelf Registration
on Form S-3 (the “Form S-3 Shelf”), if the Company is then eligible to use a Form S-3 Shelf,
in each case, covering the resale of all the Registrable Securities (determined as of two (2) business days prior to such submission
or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as
soon as practicable after the filing thereof, but no later than the earlier of (a) the one hundred twentieth (120th) calendar day
following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement
and (b) the tenth (10th) business day after the date the Company is notified (orally or in writing, whichever is earlier) by the
Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall
provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available
to, and requested by, any Holder named therein. The Company shall maintain a Shelf in accordance with the terms hereof, and shall prepare
and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf
continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and
in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. In the event
the Company files a Form S-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form S-1 Shelf
(and any Subsequent Shelf Registration Statement) to a Form S-3 Shelf as soon as practicable after the Company is eligible to use
Form S-3. The Company’s obligation under this Section 2.1.1, shall, for the avoidance of doubt, be subject to Section 3.4.


 


2.1.2        Subsequent
Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason
at any time while Registrable Securities are still outstanding, the Company shall, subject to Section 3.4, use its commercially
reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including
using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and
shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected
to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a
Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities
(determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available
to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially
reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly
as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic
shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned
issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date)
and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named
therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time
as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form S-3 to the extent
that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate
form. The Company’s obligation under this Section 2.1.2, shall, for the avoidance of doubt, be subject to Section 3.4.


 






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2.1.3        Additional
Registrable Securities. Subject to Section 3.4, in the event that any Holder holds
Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of Sponsor
Holdco or a Tempo Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to
be covered by either, at the Company’s option, any then available Shelf or by filing a Subsequent Shelf Registration Statement and
cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement
shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such Registrable Securities
to be so covered twice per calendar year for each of the Sponsor Holdco, on the one hand, and the Tempo Holders, on the other hand.


 


2.1.4        Requests
for Underwritten Shelf Takedowns. Subject to Section 3.4, at any time and from time
to time when an effective Shelf is on file with the Commission, the Sponsor Holdco or a Tempo Holder (the Sponsor Holdco or a Tempo Holder
being in such case, a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities
in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”);
provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable
Securities proposed to be sold by the Demanding Holder, either individually or together with other Demanding Holders, with a total offering
price reasonably expected to exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”). All requests
for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of
Registrable Securities proposed to be sold in the Underwritten Shelf Takedown. The Company shall have the right to select the Underwriters
for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Demanding
Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). The Sponsor Holdco, on the one hand,
and the Tempo Holders, on the other hand, may each demand not more than two (2) Underwritten Shelf Takedowns pursuant to this Section 2.1.4
in any twelve (12) month period. Notwithstanding anything to the contrary in this Agreement, the Company may effect any Underwritten Offering
pursuant to any then effective Registration Statement, including a Form S-3, that is then available for such offering.


 






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2.1.5        Reduction
of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Shelf
Takedown, in good faith, advises the Company, the Demanding Holders and the Holders requesting piggy back rights pursuant to this Agreement
with respect to such Underwritten Shelf Takedown (the “Requesting Holders”) (if any) in writing that the dollar
amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together
with all other shares of Common Stock or other equity securities that the Company desires to sell and all other shares of Common Stock
or other equity securities, if any, that have been requested to be sold in such Underwritten Offering pursuant to separate written contractual
piggy-back registration rights held by any other stockholders, exceeds the maximum dollar amount or maximum number of equity securities
that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method,
or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum
Number of Securities”), then the Company shall include in such Underwritten Offering, before including any shares of Common
Stock or other equity securities proposed to be sold by Company or by other holders of Common Stock or other equity securities, the Registrable
Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata (as nearly as practicable) based on the respective number
of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Shelf
Takedown and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included
in such Underwritten Shelf Takedown) that can be sold without exceeding the Maximum Number of Securities. To facilitate the allocation
of Registrable Securities in accordance with the above provisions, the Company or the Underwriters may round the number of shares allocated
to any Holder to the nearest 100 Registrable Securities. The Company shall not be required to include any Registrable Securities in such
Underwritten Shelf Takedown unless the Holders accept the terms of the underwriting as agreed upon between the Company and its Underwriters.


 


2.1.6        Withdrawal.
Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing such Underwritten
Shelf Takedown, a majority-in-interest of the Demanding Holders initiating an Underwritten Shelf Takedown shall have the right to withdraw
from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”)
to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided
that the Sponsor Holdco or a Tempo Holder may elect to have the Company continue an Underwritten Shelf Takedown if the Minimum Takedown
Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by the Sponsor
Holdco, the Tempo Holders or any of their respective Permitted Transferees, as applicable. If withdrawn, a demand for an Underwritten
Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 2.1.4,
unless such Demanding Holder reimburses the Company for all Registration Expenses with respect to such Underwritten Shelf Takedown (or,
if there is more than one Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable
Securities that each Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if the Sponsor
Holdco or a Tempo Holder elects to continue an Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence,
such Underwritten Shelf Takedown shall instead count as an Underwritten Shelf Takedown demanded by the Sponsor Holdco or such Tempo Holder,
as applicable, for purposes of Section 2.1.4. Following the receipt of any Withdrawal Notice, the Company shall promptly forward
such Withdrawal Notice to any other Holders that had elected to participate in such Shelf Takedown. Notwithstanding anything to the contrary
in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Shelf Takedown prior to
its withdrawal under this Section 2.1.6, other than if a Demanding Holder elects to pay such Registration Expenses pursuant
to clause (ii) of the second sentence of this Section 2.1.6.


 






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2.2           Piggyback
Registration.


 


2.2.1        Piggyback
Rights. If the Company or any Holder proposes to conduct a registered offering of, or if the
Company proposes to file a Registration Statement under the Securities Act with respect to the Registration of, equity securities, or
securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the
account of stockholders of the Company (or by the Company and by the stockholders of the Company, including, without limitation, an Underwritten
Shelf Takedown pursuant to Section 2.1), other than a Registration Statement (or any registered offering with respect thereto)
(i) filed in connection with any employee stock option or other benefit plan, (ii) pursuant to a Registration Statement on Form S-4
(or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto),
(iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment
plan, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as
practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of
an Underwritten Offering pursuant to a Shelf Registration, the applicable “red herring” prospectus or prospectus supplement
used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering,
the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering,
and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number
of Registrable Securities as such Holders may request in writing within five (5) days after receipt of such written notice (such
registered offering, a “Piggyback Registration”). Subject to Section 2.2.2, the Company shall, in
good faith, cause such Registrable Securities to be included in such Piggyback Registration and, if applicable, shall use its commercially
reasonable efforts to cause the managing Underwriter or Underwriters of such Piggyback Registration to permit the Registrable Securities
requested by the Holders pursuant to this Section 2.2.1 to be included therein on the same terms and conditions as any similar
securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. The inclusion of any Holder’s Registrable Securities in
a Piggyback Registration shall be subject to such Holder agreement to enter into an underwriting agreement in customary form with the
Underwriter(s) selected for such Underwritten Offering.


 






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2.2.2        Reduction
of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Offering
that is to be a Piggyback Registration, in good faith, advises the Company and the Holders of Registrable Securities participating in
the Piggyback Registration in writing that the dollar amount or number of shares of Common Stock or other equity securities that the
Company desires to sell, taken together with (i) the shares of Common Stock or other equity securities, if any, as to which Registration
or a registered offering has been demanded pursuant to separate written contractual arrangements with persons or entities other than
the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant
to Section 2.2 hereof, and (iii) the shares of Common Stock or other equity securities, if any, as to which Registration
or a registered offering has been requested pursuant to separate written contractual piggy-back registration rights of persons or entities
other than the Holders of Registrable Securities hereunder, exceeds the Maximum Number of Securities, then:


 


(a)           if
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
shares of Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number
of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A),
the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1,
pro rata (as nearly as practicable), based on the respective number of Registrable Securities that each Holder has requested be included
in such Underwritten Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such
Underwritten Offering, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other
equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written contractual
piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can be sold without
exceeding the Maximum Number of Securities;


 


(b)           if
the Registration is pursuant to a demand by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, the shares of Common Stock or other equity securities, if any, of such requesting persons
or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities
of Holders exercising their rights to register their Registrable Securities pursuant to Section 2.2.1, pro rata (as nearly
as practicable), based on the respective number of Registrable Securities that each Holder has requested be included in such Underwritten
Offering and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Offering,
which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the shares of Common Stock or other equity securities that the
Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that
the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Common Stock
or other equity securities, if any, as to which Registration or a registered offering has been requested pursuant to separate written
contractual piggy-back registration rights of persons or entities other than the Holders of Registrable Securities hereunder, which can
be sold without exceeding the Maximum Number of Securities; and


 






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(c)           if
the Registration and Underwritten Shelf Takedown is pursuant to a request by Holder(s) of Registrable Securities pursuant to Section 2.1
hereof, then the Company shall include in any such Registration securities in the priority set forth in Section 2.1.5.


 


2.2.3       Piggyback
Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder,
whose right to withdraw from an Underwritten Shelf Takedown, and related obligations, shall be governed by Section 2.1.6)
shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company
and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness
of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration
pursuant to a Shelf Registration, the filing of the applicable “red herring” prospectus or prospectus supplement with respect
to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the
result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration
Statement. Notwithstanding anything to the contrary in this Agreement (other than Section 2.1.6), the Company shall be responsible
for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section 2.2.3.


 


2.2.4       Unlimited
Piggyback Registration Rights. For purposes of clarity, subject to Section 2.1.6,
any Piggyback Registration effected pursuant to Section 2.2 hereof shall not be counted as a demand for an Underwritten Shelf
Takedown under Section 2.1.4 hereof.


 


2.3           Market
Stand-off. In connection with any Underwritten Offering of equity securities of the Company,
if requested by the managing Underwriters, each Holder that is an executive officer or director of the Company or a Holder of more than
five percent (5%) of the outstanding Common Stock (and for which it is customary for such a Holder to agree to a lock-up) agrees that
it shall not Transfer any shares of Common Stock or other equity securities of the Company (other than those included in such offering
pursuant to this Agreement), without the prior written consent of the Company, during the ninety (90)-day period (or such shorter time
agreed to by the managing Underwriters) beginning on the date of pricing of such offering, except as expressly permitted by such lock-up
agreement or in the event the managing Underwriters otherwise agree by written consent. Each such Holder agrees to execute a customary
lock-up agreement in favor of the Underwriters to such effect (in each case on substantially the same terms and conditions as all such
Holders).


 


ARTICLE III


 


COMPANY
PROCEDURES


 


3.1           General
Procedures. In connection with any Shelf and/or Shelf Takedown, the Company shall use its commercially
reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan
of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:


 


3.1.1        prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its commercially
reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities have
ceased to be Registrable Securities;


 






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3.1.2        prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by any Holder that holds at least five percent (5%) of the Registrable Securities registered
on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions
applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the
Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the
intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3        prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all
exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each
preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration
or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such
Holders;


 


3.1.4        prior
to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable
Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification)
and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with
or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do
any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that
the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to
qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is
not then otherwise so subject;


 


3.1.5        cause
all such Registrable Securities to be listed on each national securities exchange on which similar securities issued by the Company are
then listed;


 


3.1.6        provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of
such Registration Statement;


 


3.1.7        advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal
if such stop order should be issued;


 






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3.1.8        prior
to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus
(or such shorter period of time as may be (a) necessary in order to comply with the Securities Act, the Exchange Act, and the rules and
regulations promulgated under the Securities Act or Exchange Act, as applicable or (b) advisable in order to reduce the number of
days that sales are suspended pursuant to Section 3.4), furnish a copy thereof to each seller of such Registrable Securities
or its counsel (excluding any exhibits thereto and any filing made under the Exchange Act that is to be incorporated by reference therein);


 


3.1.9        notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4;


 


3.1.10      in
the event of an Underwritten Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, permit a representative
of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering or other sale pursuant to such
Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such
person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers,
directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution,
attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters
or financial institutions agree to confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to
the release or disclosure of any such information;


 


3.1.11      use
commercially reasonable efforts to obtain a “comfort” letter (including a bring-down letter dated as of the date the Registrable
Securities are delivered for sale pursuant to such Registration) from the Company’s independent registered public accountants in
the event of an Underwritten Offering or sale by a broker, placement agent or sales agent pursuant to such Registration (subject to such
broker, placement agent or sales agent providing such certification or representation reasonably requested by the Company’s independent
registered public accountings and the Company’s counsel) in customary form and covering such matters of the type customarily covered
by “comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest
of the participating Holders;


 


3.1.12      in
the event of an Underwritten Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the
Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing
the Company for the purposes of such Registration, addressed to the participating Holders, the broker, placement agents or sales agent,
if any and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is
being given as the participating Holders, broker, placement agent, sales agent or Underwriter may reasonably request and as are customarily
included in such opinions, provided such participating Holders provide such information to such counsel as is customarily required for
purpose of such opinions;


 






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3.1.13      in
the event of any Underwritten Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and
perform its obligations under an underwriting or other purchase or sales agreement, in usual and customary form, with the managing Underwriter
or the broker, placement agent or sales agent of such offering or sale;


 


3.1.14      make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule then
in effect);


 


3.1.15      with
respect to an Underwritten Offering pursuant to Section 2.1.4, use its commercially reasonable efforts to make available senior
executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter
in such Underwritten Offering; and


 


3.1.16      otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the participating Holders,
consistent with the terms of this Agreement, in connection with such Registration.


 


Notwithstanding the foregoing,
the Company shall not be required to provide any documents or information to an Underwriter or broker, sales agent or placement agent
if such Underwriter or broker, sales agent or placement agent has not then been named with respect to the applicable Underwritten Offering
or other offering involving a registration as an Underwriter or broker, sales agent or placement agent, as applicable.


 


3.2           Registration
Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is
acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities,
such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the
definition of “Registration Expenses,” all fees and expenses of any legal counsel representing the Holders.


 


3.3           Requirements
for Participation in Registration Statement in Offerings. The Holders of Registrable Securities
shall provide such information as may reasonably be requested by the Company, or the managing Underwriter or placement agent or sales
agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to ARTICLE II and in connection
with the Company’s obligation to comply with federal and applicable state securities laws. Notwithstanding anything in this Agreement
to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s
Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel,
that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person
or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration
initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities
on the basis provided in any underwriting, sales, distribution or placement arrangements approved by the Company and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other
customary documents as may be reasonably required under the terms of such underwriting, sales, distribution or placement arrangements.
The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the registration
of the other Registrable Securities to be included in such Registration.


 






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3.4           Suspension
of Sales; Adverse Disclosure; Restrictions on Registration Rights.


 


3.4.1        Upon
receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall
forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting
the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable
after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed.


 


3.4.2        Subject
to Section 3.4.4, if the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration
at any time would (a) require the Company to make an Adverse Disclosure, (b) require the inclusion in such Registration Statement
of financial statements that are unavailable to the Company for reasons beyond the Company’s control, or (c) in the good faith
judgment of the majority of the Board such Registration, be seriously detrimental to the Company and the majority of the Board concludes
as a result that it is essential to defer such filing, initial effectiveness or continued use at such time, the Company may, upon giving
prompt written notice of such action to the Holders (which notice shall not specify the nature of the event giving rise to such delay
or suspension), delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of
time determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under this
Section 3.4.2, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of
the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities until such Holder receives
written notice from the Company that such sales or offers of Registrable Securities may be resumed, and in each case maintain the confidentiality
of such notice and its contents.


 


3.4.3        Subject
to Section 3.4.4, (a) during the period starting with the date sixty (60) days prior to the Company’s good faith
estimate of the date of the filing of, and ending on a date one hundred and eighty (180) days after the effective date of, a Company-initiated
Registration, and provided that the Company continues to actively employ, in good faith, all reasonable efforts to maintain the effectiveness
of the applicable Shelf Registration Statement, or (b) if, pursuant to Section 2.1.4, Holders have requested an Underwritten
Shelf Takedown and the Company and Holders are unable to obtain the commitment of underwriters to firmly underwrite such offering, the
Company may, upon giving prompt written notice of such action to the Holders, delay any other registered offering pursuant to Section 2.1.4.


 


3.4.4        The
right to delay or suspend any filing, initial effectiveness or continued use of a Registration Statement pursuant to Section 3.4.2
or a registered offering pursuant to Section 3.4.3 shall be exercised by the Company, in the aggregate, for not more than
ninety (90) consecutive calendar days or more than one hundred and twenty (120) total calendar days in each case, during any twelve (12)-month
period.


 






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3.5           Reporting
Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times
while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file
within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or
15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings; provided
that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System
shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants
that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such
Holder to sell shares of Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions
provided by Rule 144 promulgated under the Securities Act (or any successor rule then in effect). Upon the request of any Holder,
the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such
requirements.


 


ARTICLE IV


 


INDEMNIFICATION
AND CONTRIBUTION


 


4.1           Indemnification.


 


4.1.1        The
Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers, directors and agents
and each person or entity who controls such Holder (within the meaning of the Securities Act), against all losses, claims, damages, liabilities
and out-of-pocket expenses (including, without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged
untrue statement of material fact contained in or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus
or any amendment thereof or supplement thereto filed pursuant to this Agreement or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or
contained in any information or affidavit so furnished in writing to the Company by such Holder expressly for use therein. The Company
shall indemnify the Underwriters, their officers and directors and each person or entity who controls such Underwriters (within the meaning
of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.


 


4.1.2        In
connection with any Registration Statement filed pursuant to this Agreement in which a Holder of Registrable Securities is participating,
such Holder shall furnish (or cause to be furnished) to the Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such Registration Statement or Prospectus (the “Holder Information”)
and, to the extent permitted by law, shall indemnify the Company, its directors, officers and agents and each person or entity who controls
the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and out-of-pocket expenses (including,
without limitation, reasonable outside attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained
or incorporated by reference in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement is contained in (or not contained in, in the case of an omission) any
information or affidavit so furnished in writing by or on behalf of such Holder expressly for use therein; provided, however, that
the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of
each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the
sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters,
their officers, directors and each person or entity who controls such Underwriters (within the meaning of the Securities Act) to the same
extent as provided in the foregoing with respect to indemnification of the Company.


 






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4.1.3        Any
person or entity entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s or entity’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist
with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to
the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made
by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled
to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all
parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party
a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim.
No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement
which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms
of such settlement) or which settlement includes a statement or admission of fault and culpability on the part of such indemnified party
or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party
of a release from all liability in respect to such claim or litigation.


 


4.1.4        The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on
behalf of the indemnified party or any officer, director or controlling person or entity of such indemnified party and shall survive the
transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions
as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s
indemnification is unavailable for any reason.


 






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4.1.5        If
the indemnification provided under Section 4.1 from the indemnifying party is unavailable or insufficient to hold harmless
an indemnified party in respect of any losses, claims, damages, liabilities and out-of-pocket expenses referred to herein, then the indemnifying
party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result
of such losses, claims, damages, liabilities and out-of-pocket expenses in such proportion as is appropriate to reflect the relative fault
of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the
indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by (or not
made by, in the case of an omission), or relates to information supplied by (or not supplied by in the case of an omission), such indemnifying
party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information
and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section 4.1.5
shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount
paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the
limitations set forth in Sections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or out-of-pocket
expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would
not be just and equitable if contribution pursuant to this Section 4.1.5 were determined by pro rata allocation or by any
other method of allocation, which does not take account of the equitable considerations referred to in this Section 4.1.5.
No person or entity guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution pursuant to this Section 4.1.5 from any person or entity who was not guilty of such fraudulent
misrepresentation.


 


ARTICLE V


 


MISCELLANEOUS


 


5.1           Notices.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or
by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile. Each notice
or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent,
and received, in the case of mailed notices, on the third business day following the date on which it is mailed and, in the case of notices
delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered to the addressee (with the
delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice
or communication under this Agreement must be addressed, if to the Company, to: Tempo Automation Holdings, Inc., 2460 Alameda St,
San Francisco, CA 94103, Attention: Ryan Benton, Email: rbenton@tempoautomation.com, and, if to any Holder, at such Holder’s address,
electronic mail address or facsimile number as set forth in the Company’s books and records. Any party may change its address for
notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this Section 5.1.


 






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5.2           Assignment;
No Third-Party Beneficiaries.


 


5.2.1        This
Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or
in part.


 


5.2.2        Subject
to Section 5.2.4 and Section 5.2.5, this Agreement and the rights, duties and obligations of a Holder hereunder
may be assigned in whole or in part to such Holder’s Permitted Transferees; provided that, with respect to the Tempo Holders
and the Sponsors, the rights hereunder that are personal to such Holders may not be assigned or delegated in whole or in part, except
that (x) each of the Tempo Holders shall be permitted to transfer its rights hereunder as the Tempo Holders to one or more affiliates
or any direct or indirect partners, members or equity holders of such Tempo Holder (it being understood that no such transfer shall reduce
any rights of such Tempo Holder or such transferees) and (y) the Sponsor Holdco shall be permitted to transfer its rights hereunder
as the Sponsor Holdco to (i) one or more affiliates or any direct or indirect partners, members or equity holders of the Sponsor
Holdco (it being understood that no such transfer shall reduce any rights of the Sponsor Holdco or such transferees), (ii) any third-party
pledgee in a bona fide transaction as collateral to secure obligations pursuant to lending or other arrangements between Sponsor Holdco
(or its affiliates), on the one hand, and such third party (or its affiliates), on the other hand, or any similar arrangement relating
to a financing arrangement for the benefit of Sponsor Holdco and/or its affiliates, and (iii) pursuant to a bona fide loan or pledge
or as a grant or maintenance of a bona fide lien, security interests, pledge or other similar encumbrance of any such securities owned
by Sponsor Holdco and/or its affiliates to a nationally or internationally recognized financial institution in connection with a loan
to, or similar financing arrangement with, Sponsor Holdco and/or its affiliates.


 


5.2.3        This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and
the permitted assigns of the Holders, which shall include Permitted Transferees.


 


5.2.4        This
Agreement shall not confer any rights or benefits on any persons or entities that are not parties hereto, other than as expressly set
forth in this Agreement and Section 5.2.


 


5.2.5        No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company
unless it is permitted under Section 5.2.2 and until the Company shall have received (i) written notice of such assignment
as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to
the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder
to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.


 


5.3           Counterparts.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original,
and all of which together shall constitute the same instrument, but only one of which need be produced.


 


5.4           Governing
Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE
PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (1) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE
OF NEW YORK AND (2) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK
COUNTY IN THE STATE OF NEW YORK.


 






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5.5           TRIAL
BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE
UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION
DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.


 


5.6           Amendments
and Modifications. Upon the written consent of (a) the Company and (b) the Holders
of a majority of the total Registrable Securities, compliance with any of the provisions, covenants and conditions set forth in this Agreement
may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding
the foregoing, any amendment hereto or waiver hereof shall also require the written consent of the Sponsor Holdco so long as the Sponsor
Holdco and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company;
provided, further, that notwithstanding the foregoing, any amendment hereto or waiver hereof shall also require the written consent
of each Tempo Holder so long as such Tempo Holder and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding
shares of Common Stock of the Company; and provided, further, that any amendment hereto or waiver hereof that adversely affects
one Holder, solely in its capacity as a holder of the shares of capital stock of the Company, in a manner that is materially different
from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder
or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of
any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies
hereunder or thereunder by such party.


 


5.7           Other
Registration Rights. Other than (i) pursuant to the Subscription Agreements, (ii) as
provided in the Warrant Agreement, dated as of July 27, 2020, between the Company and Continental Stock Transfer & Trust
Company, and (iii) pursuant to that certain Registration Rights Agreement, dated as of November 21, 2022, by and between White
Lion Capital, LLC and the Company, the Company represents and warrants that no person or entity, other than a Holder of Registrable Securities,
has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in
any Registration Statement filed by the Company for the sale of securities for its own account or for the account of any other person
or entity. For so long as (a) the Sponsor Holdco and its affiliates hold, in the aggregate, at least five percent (5%) of the outstanding
shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not grant rights to register any Common Stock
(or securities convertible into or exchangeable for Common Stock) pursuant to the Securities Act that are more favorable, pari passu or
senior to those granted to the Holders hereunder (such rights “Competing Registration Rights”) without the prior
written consent of the Sponsor Holdco, and (b) a Tempo Holder and its affiliates hold, in the aggregate, at least five percent (5%)
of the outstanding shares of Common Stock of the Company, the Company hereby agrees and covenants that it will not grant Competing Registration
Rights without the prior written consent of such Tempo Holder. Further, the Company represents and warrants that this Agreement supersedes
any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such
agreement or agreements and this Agreement, the terms of this Agreement shall prevail.


 






    20


     


    

 


5.8           Term.
This Agreement shall terminate on the earlier of (a) the seventh anniversary of the date of this Agreement and (b) with respect
to any Holder, on the date that such Holder no longer holds any Registrable Securities. The provisions of Section 3.5 and
Article IV shall survive any termination.


 


5.9           Holder
Information. Each Holder agrees, if requested in writing, to represent to the Company the total
number of Registrable Securities held by such Holder in order for the Company to make determinations hereunder.


 


5.10         Additional
Holders; Joinder. In addition to persons or entities who may become Holders pursuant to Section 5.2
hereof, subject to the prior written consent of the Sponsor Holdco and each Tempo Holder (in each case, so long as such Holder and its
affiliates hold, in the aggregate, at least five percent (5%) of the outstanding shares of Common Stock of the Company), the Company may
make any person or entity who has or acquires Common Stock or rights to acquire Common Stock after the date hereof a party to this Agreement
(each such person or entity, an “Additional Holder”) by obtaining an executed joinder to this Agreement from
such Additional Holder in the form of Exhibit A attached hereto (a “Joinder”). Such Joinder shall
specify the rights and obligations of the applicable Additional Holder under this Agreement. Upon the execution and delivery and subject
to the terms of a Joinder by such Additional Holder, the Common Stock of the Company then owned, or underlying any rights then owned,
by such Additional Holder (the “Additional Holder Common Stock”) shall be Registrable Securities to the extent
provided herein and therein and such Additional Holder shall be a Holder under this Agreement with respect to such Additional Holder Common
Stock.


 


5.11         Severability.
It is the desire and intent of the parties that the provisions of this Agreement be enforced to the fullest extent permissible under the
laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, if any particular provision of this
Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable for any reason, such provision,
as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity
or enforceability of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. Notwithstanding
the foregoing, if such provision could be more narrowly drawn so as not to be invalid, prohibited or unenforceable in such jurisdiction,
it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting
the validity or enforceability of such provision in any other jurisdiction.


 


5.12         Entire
Agreement; Restatement. This Agreement constitutes the full and entire agreement and understanding
between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings relating to such
subject matter. Upon the Closing, the Original RRA shall no longer be of any force or effect.


 





[SIGNATURE PAGES FOLLOW]


 






    21


     


    

 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	COMPANY:
	 	 
	 	TEMPO AUTOMATION HOLDINGS, INC.
	 	a Delaware corporation
	 	 
	 	 
	 	By: 	/s/ Ryan Benton
	 	Name: Ryan Benton
	 	Title: CFO




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 





In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	HOLDERS:
	 	 
	 	ACE Convergence Acquisition LLC,
	 	a Delaware limited liability company
	 	 
	 	 
	 	By:	 /s/ Behrooz Abdi
	 	Name: Behrooz Abdi
	 	Title: CEO
	 	 
	 	/s/ Behrooz Abdi
	 	Name: Behrooz Abdi
	 	 
	 	/s/ Sunny Siu
	 	Name: Sunny Siu
	 	 
	 	/s/ Denis Tse
	 	Name: Denis Tse
	 	 
	 	/s/ Kenneth Klein
	 	Name: Kenneth Klein
	 	 
	 	/s/ Ryan Benton
	 	Name: Ryan Benton
	 	 
	 	/s/ Raquel Chmielewski
	 	Name: Raquel Chmielewski
	 	 
	 	/s/ Omid Tahernia
	 	Name: Omid Tahernia
	 	 
	 	/s/ Minyoung Park
	 	Name: Minyoung Park




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


	 	ACE SO3 Holdings Limited
	 	 
	 	 
	 	By:	/s/
    Denis Tse
	 	Name: Denis Tse
	 	Title: Executive Director
	 	 
	 	ACE SO5 Holdings Limited
	 	 
	 	 
	 	By:	/s/ Denis Tse
	 	Name: Denis Tse
	 	Title: Director




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	TEMPO HOLDERS:
	 	 
	 	Structural Capital
    Investments III, LP,
	 	a Delaware limited Partnership
	 	 
	 	By: Structural Capital
    GP III, LLC,
	 	a Delaware limited liability company its General Partner
	 	
	 	 
	 	By:	/s/ Lawrence Gross
	 	Name: Lawrence Gross
	 	Title: Managing Member
	 	 
	 	Structural Capital
    Holdings III, LP
	 	a Delaware limited Partnership
	 	 
	 	By: Structural Capital
    GP III, LLC,
	 	a Delaware limited liability company its General Partner
	 	
	 	 
	 	By:	/s/ Lawrence Gross
	 	Name: Lawrence Gross
	 	Title: Managing Member
	 	 
	 	Series Structural
    DCO II Series of
	 	Structural Capital
    DCO, LLC
	 	a Delaware limited Partnership
	 	 
	 	By: Structural Capital
    GP III, LLC,
	 	a Delaware limited liability company its General Partner
	 	
	 	 
	 	By:	/s/ Lawrence Gross
	 	Name: Lawrence Gross
	 	Title: Managing Member




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 



    


     


    




 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	TEMPO HOLDERS:
	 	 
	 	SQN Venture Income Fund II, LP
	 	 
	 	 
	 	By:	/s/
    Ryan McCalley
	 	Name: Ryan McCalley
	 	Title: Managing Partner
	 	 
	 	SQN Tempo Automation, LLC
	 	 
	 	 
	 	By:	/s/ Ryan McCalley
	 	Name: Ryan McCalley
	 	Title: Managing Partner
	 	 
	 	CEOF Holdings LP
	 	 
	 	 
	 	By:	/s/ Daniel Friedman 
	 	Name: Daniel Friedman
	 	Title: General Counsel




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    




 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	TEMPO HOLDERS:
	 	 
	 	Lux Ventures IV, L.P.
	 	 
	 	 
	 	By:	/s/
    Peter Hebert
	 	Name: Peter Hebert
	 	Title: Managing Director




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	TEMPO HOLDERS:
	 	 
	 	Point72 Ventures Investments, LLC
	 	 
	 	 
	 	By:	/s/ David Schaffer
	 	Name: David Schaffer
	 	Title: Authorized Signatory





 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	TEMPO HOLDERS:
	 	 
	 	Craig-Hallum Capital Group LLC
	 	 
	 	 
	 	By:	/s/ Rick Hartfiel
	 	Name: Rick Hartfiel
	 	Title: Head of Investment Banking





 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 


	 	TEMPO HOLDERS:
	 	 
	 	Northland Capital Markets
	 	 
	 	 
	 	By:	/s/ Jeff Peterson
	 	Name: Jeff Peterson
	 	Title: Head of Investment
    Banking





 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.


 





	 	TEMPO HOLDERS:
	 	 
	 	Roth Capital Partners, LLC
	 	 
	 	 
	 	By:	/s/ David J. Enzer
	 	Name: David J. Enzer
	 	Title:  Managing Director


 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


In
Witness Whereof, the undersigned have caused this Agreement to be executed as of the date first written above.





 


	 	TEMPO HOLDERS:
	 	 
	 	 
	 	/s/ Joy Weiss
	 	Joy Weiss
	 	 
	 	 
	 	/s/ Jeffrey McAlvay
	 	Jeffrey McAlvay
	 	 
	 	 
	 	/s/ Matthew Granade
	 	Matthew Granade
	 	 
	 	 
	 	/s/ Jacqueline
    Schneider
	 	Jacqueline Schneider




 


[Signature
Page to Amended and Restated Registration Rights Agreement]


 






    


     


    

 


Exhibit A


REGISTRATION RIGHTS AGREEMENT JOINDER


 


The undersigned is executing
and delivering this joinder (this “Joinder”) pursuant to the Amended and Restated Registration Rights Agreement,
dated as of November 22, 2022 (as the same may hereafter be amended, the “Registration Rights Agreement”),
among Tempo Automation Holdings, Inc., a Delaware corporation (the “Company”), and the other persons or
entities named as parties therein. Capitalized terms used but not otherwise defined herein shall have the meanings provided in the Registration
Rights Agreement.


 


By executing and delivering
this Joinder to the Company, and upon acceptance hereof by the Company upon the execution of a counterpart hereof, the undersigned hereby
agrees to become a party to, to be bound by, and to comply with the Registration Rights Agreement as a Holder of Registrable Securities
in the same manner as if the undersigned were an original signatory to the Registration Rights Agreement, and the undersigned’s
shares of Common Stock shall be included as Registrable Securities under the Registration Rights Agreement to the extent provided therein;
provided, however, that the undersigned and its permitted assigns (if any) shall not have any rights as Holders, and the undersigned’s
(and its transferees’) shares of Common Stock shall not be included as Registrable Securities, for purposes of the Excluded Sections.


 


For purposes of this Joinder,
 “Excluded Sections” shall mean [_____________].


 


Accordingly, the undersigned
has executed and delivered this Joinder as of the ___ day of ________________, 20_________.


 


 


	 	Signature of Stockholder
	 	 
	 	 
	 	Print Name of Stockholder
	 	 
	 	 
	 	Its:
	 	 
	 	Address:	              
	 	 	 




 


Agreed and Accepted as of


 


_____________________, 20___


 


Tempo Automation Holdings, Inc.


 


	By:	 	 
	 	 	 
	Name:	 	 
	 	 	 
	Its:	 	 




 






    A-1


     


    

 


Schedule I


Schedule of Sponsors


 


	Sponsors 
	ACE Convergence Acquisition LLC(1)
	Behrooz Abdi(1)
	Sunny Siu
	Kenneth Klein
	Ryan Benton
	Raquel Chmielewski
	Omid Tahernia
	Minyoung Park
	ACE SO3 Holdings Limited 
	ACE SO5 Holdings Limited


 


(1) Mr. Abdi may be deemed to beneficially own securities
held by ACE Convergence Acquisition LLC by virtue of his control over ACE Convergence Acquisition LLC. Mr. Abdi disclaims beneficial
ownership of securities held by ACE Convergence Acquisition LLC except to the extent of his pecuniary interests therein.