Tempo Automation Holdings, Inc. announced that it has entered into a Convertible Promissory Note with Asia-IO Advanced Manufacturing Partners, L.P., a Cayman Islands limited partnership on June 21, 2023. The Note is a general unsecured obligation of the Company. Up to $4.0 million in aggregate principal under the Note in an aggregate principal amount up to $7.0 million may be drawn from time to time prior to the Maturity Date upon one or more written requests from the Company to Asia-IO.

Up to an additional $3.0 million may be drawn from time to time prior to the Maturity Date one or more written requests from the Company to Asia-IO so long as such additional amounts drawn down are used for purposes of paying amounts payable by the Company in connection with the Company’s previously announced proposed acquisition of Optimum Design Associates, Inc. Amounts drawn under the Note will be loaned to the Company at an original issue discount of 3.0%. The unpaid principal balance of each drawdown under the Note will bear simple interest at the rate of 12.0% per annum from the date of the applicable drawdown until repayment of such drawdown amount. Interest on any drawdown under the Note will be computed on the basis of a 365-day year and actual number of days elapsed.

Tempo Automation Holdings, Inc. entered into a Convertible Promissory Note with Asia-IO Advanced Manufacturing Partners, L.P., a Cayman Islands limited partnership The Note is a general unsecured obligation of the Company. Up to $4.0 million in aggregate principal under the Note in an aggregate principal amount up to $7.0 million may be drawn from time to time prior to the Maturity Date upon one or more written requests from the Company to Asia-IO. Up to an additional $3.0 million may be drawn from time to time prior to the Maturity Date one or more written requests from the Company to Asia-IO so long as such additional amounts drawn down are used for purposes of paying amounts payable by the Company in connection with the Company’s previously announced proposed acquisition of Optimum Design Associates, Inc. Amounts drawn under the Note will be loaned to the Company at an original issue discount of 3.0%.

The unpaid principal balance of each drawdown under the Note will bear simple interest at the rate of 12.0% per annum from the date of the applicable drawdown until repayment of such drawdown amount. Interest on any drawdown under the Note will be computed on the basis of a 365-day year and actual number of days elapsed. The Note includes customary representations, warranties and covenants with respect to the Company and Asia-IO.

The Note also includes customary events of default. Subject to certain limited exceptions, upon any event of default, the Note will be accelerated and all amounts outstanding under the Note will become due and payable immediately. Upon the occurrence of any event of default, the Company will be prohibited from making any additional drawdown requests under the Note except with the prior written consent of Asia-IO and Asia-IO shall not be required to fund any such additional drawdown request.

With respect to any amount drawn by the Company that the Company has not prepaid within 120 days of such drawdown, Asia-IO may, at any time and from time to time following such 120-day period upon written notice to the Company, convert all or any portion of such drawdown amount including any accrued and unpaid interest thereon, calculated as of the date of such written notice, equal to or greater than $500,000, into a number of shares of Common Stock equal to the Voluntary Conversion Amount divided by an amount equal to the greater than $0.55 and the last reported closing sale price of a share of Common Stock as of the date of notice relating to such voluntary conversion.