Exhibit 10.30
THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE MAKER MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
ACE CONVERGENCE ACQUISITION CORP.
AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE
Principal Amount: Up to $2,000,000 | Dated as of June 30, 2022 |
This Amended and Restated Convertible Promissory Note amends and restates the Convertible Promissory Note, dated as of January 13, 2022, by and between Maker and Payee (each, as defined below), in its entirety.
ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (“Maker”), promises to pay to ACE Convergence Acquisition LLC, a Delaware limited liability company (“Payee”), or order, the principal balance as set forth on Schedule A hereto in cash in lawful money of the United States of America, on the terms and conditions described below; which schedule shall be updated from time to time by the parties hereto to reflect all advances and re-advances outstanding under this Note; provided that at no time shall the aggregate of all advances and re-advances outstanding under this Note exceed two million dollars ($2,000,000) (the “Maximum Amount”). Any advance hereunder shall be made by the Payee pursuant to Section 2 below and shall be set forth on Schedule A. All cash payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note.
contemplated by the Merger Agreement and (ii) the date by which Maker must complete an initial business combination, an amount equal to the product of $0.03 and the number of then-outstanding Class A ordinary shares of Maker, such amounts in the aggregate not to exceed the Maximum Amount. Any drawdowns under this Note which cause the aggregate of all advances and re-advances outstanding under this Note to exceed $1,500,000 are conditioned upon the approval by the shareholders of Maker of the proposal to extend the date by which Maker must complete an initial business combination to be presented at the extraordinary general meeting of shareholders of Maker to be held on July 12, 2022.
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To the extent that this Note is not converted and/or repaid in full, a replacement Note shall be issued to Payee reflecting the remaining unpaid principal amount not so converted and/or repaid. The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Warrants upon such conversion shall be treated for all purposes as the record holder or holders of such Warrants as of such date. Each such newly issued Warrant shall include a restrictive legend that contemplates the same restrictions as the Private Placement Warrants. The Warrants and Class A ordinary shares of Maker issuable upon exercise of the Warrants shall each constitute a “Registrable Security” pursuant to that certain Registration Rights Agreement, dated as of July 27, 2020, by and among Maker, Payee and the other parties thereto.
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in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.
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any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, Maker, as promptly as practicable, shall notify Payee that Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the note delivered to Maker. If a determination has been made pursuant to this Section 16 that the opinion of counsel for Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to Maker, Maker shall so notify Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for Maker such legend is not required in order to ensure compliance with the Securities Act. Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of Maker. Prior to presentation of this Note for registration of transfer, Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement Warrants under the Letter Agreement, dated as of July 27, 2020, by and between Maker, Payee and the other parties thereto.
[Signature page follows.]
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IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| ACE CONVERGENCE ACQUISITION CORP. | |
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| By: | /s/ Behrooz Abdi |
| | Name:Behrooz Abdi |
| | Title: Chief Executive Officer |
Acknowledged and agreed as of the day and year first above written.
ACE CONVERGENCE ACQUISITION LLC | | |
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| | |
By: | /s/ Behrooz Abdi | |
| Name:Behrooz Abdi | |
| Title: Chief Executive Officer | |
[Signature Page to Amended and Restated Convertible Promissory Note]