LETTER AGREEMENT
Exhibit 10.33
ACE Convergence Acquisition Corp.
0000 Xxxxxx Xxxx, Xxxxx 000X
Xxxxxxxxxx, XX 00000
March 16, 2022
ACE SO3 SPV Limited
0 Xxxxxx Xxxx, #00-00, Xxxx Xxxxxx Xxxxx 0
Xxxxxxxxx 000000
Tempo Automation, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxxxxxx, XX 00000
To whom it may concern:
Reference is made to that certain Backstop Subscription Agreement (the “Backstop Subscription Agreement”), dated as of October 13, 2021, by and between ACE Convergence Acquisition Corp. (“ACE”) and ACE SO3 SPV Limited.
Conditioned upon and concurrently with the execution of the Securities Purchase Agreement, by and among ACE, Tempo Automation, Inc. (“Tempo”), and ACE SO3 SPV Limited, to be entered into on the date hereof, the parties to the Backstop Subscription Agreement agree that the Backstop Subscription Agreement is hereby terminated in its entirety in accordance with its terms.
This letter shall also function as Tempo’s consent pursuant to Section 7.10 of the Agreement and Plan of Merger, dated as of October 13, 2021, by and among ACE, ACE Convergence Subsidiary Corp. and Tempo, to the termination of the Backstop Subscription Agreement contemplated hereby.
[Signature Page Follows]
Please indicate your acceptance of this Letter by signing in the space provided below.
| Very truly yours, | ||
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| By: | /s/ Xxxxxxx Xxxx | |
| | Name: | Xxxxxxx Xxxx |
| | Title: | Chief Executive Officer |
Agreed and accepted as of the date first written above:
ACE SO3 SPV Limited | ||
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By: | /s/ Xxxxx Xxx | |
| Name: | Xxxxx Xxx |
| Title: | Director |
Tempo Automation, Inc. | ||
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By: | /s/ Xxx Xxxxx | |
| Name: | Xxx Xxxxx |
| Title: | Chief Executive Officer |
Cc:
Tempo Automation, Inc.
0000 Xxxxxxx Xx.
Xxx Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxx
Email: xxxxxxx@xxxxxxxxxxxxxxx.xxx
Xxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxxx, Xxxxx 0000
Xxxxxxx, XX 00000
Attn: Xxxx X. Xxxxxxxx
Xxxxxx X. Xxxxxx
Email: xxxx.xxxxxxxx@xx.xxx
Xxxxxx.xxxxxx@xx.xxx
[Signature Page to Letter Agreement]
