LETTER AGREEMENT

Exhibit 10.5

LETTER AGREEMENT

ACE Convergence Acquisition Corp.

0000 Xxxxxx Xxxx, Xxxxx 000X

Xxxxxxxxxx, XX 00000

January 18, 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 Note Subscription Agreement (the “Note 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 (i) the Subscription Agreement, by and among ACE, Tempo Automation, Inc. (“Tempo”), OCM Tempo Holdings, LLC and TOR Asia Credit Opportunity Master Fund II LP, and (ii) the certain side letters to be entered into in connection therewith, in each case to be entered into on the date hereof, the parties to the Note Subscription Agreement agree that the Note 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 Note Subscription Agreement contemplated hereby.

[Signature Page Follows]

Please indicate your acceptance of this Letter by signing in the space provided below.

	Very truly yours,
	ACE Convergence Acquisition Corp.
	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
By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title:	Director
Tempo Automation, Inc.
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]