LETTER AGREEMENT
Exhibit 10.37
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| 1013 Centre Road, Suite 403S |
| Xxxxxxxxxx, XX 00000 |
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| Tempo Automation, Inc. |
| 0000 Xxxxxxx Xx. |
x | Xxx Xxxxxxxxx, XX 00000 |
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| July 1, 2022 |
ACE SO3 SPV
0 Xxxxxx Xxxx, #00-00, Xxxx Xxxxxx Xxxxx 0
Xxxxxxxxx 000000
To whom it may concern:
Reference is made to that certain Securities Purchase Agreement (the “Securities Purchase Agreement”), dated as of March 16, 2022, by and among ACE Convergence Acquisition Corp. (“ACE”), Tempo Automation, Inc. (“Tempo”) and ACE SO3 SPV Limited (“ACE SO3”).
ACE, Tempo and ACE SO3 agree that the Securities Purchase is, as of the date this letter is fully executed by the parties hereto, terminated in its entirety by mutual agreement. The parties hereto mutually acknowledge and agree that they have no rights, claims or obligations arising from the Securities Purchase Agreement or the termination thereof.
[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 | ||
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| Tempo Automation, Inc. | ||||
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| By: | /s/ Xxx Xxxxx | |||
| | Name: | Xxx Xxxxx | ||
| | Title: | Chief Executive Officer | ||
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Agreed and accepted as of the date first written above: | | ||||
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ACE SO3 SPV Limited | | ||||
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By: | /s/ Xxxxx Xxx | | |||
| Name: | Xxxxx Xxx | | ||
| Title: | Director | |
[Signature Page to Letter Agreement]