AGREEMENT AND PLAN OF MERGER by and among ACE CONVERGENCE ACQUISITION CORP., ACE CONVERGENCE SUBSIDIARY CORP., and TEMPO AUTOMATION, INC. dated as of October 13, 2021Merger Agreement • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
This Agreement and Plan of Merger, dated as of October 13, 2021 (this “Agreement”), is made and entered into by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the Closing (as defined below)) (“Acquiror”), ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and Tempo Automation, Inc., a Delaware corporation (the “Company”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 13, 2021, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Investor”).
FORM OF BACKSTOP SUBSCRIPTION AGREEMENTBackstop Subscription Agreement • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices
This BACKSTOP SUBSCRIPTION AGREEMENT (this “Backstop Subscription Agreement”) is entered into on October 13, 2021, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Backstop Investor”).
STOCKHOLDER SUPPORT AGREEMENTStockholder Support Agreement • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
This Stockholder Support Agreement (this “Agreement”) is dated as of October 13, 2021, by and among ACE Convergence Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”), the Persons set forth on Schedule I attached hereto (each, a “Company Stockholder” and, collectively, the “Company Stockholders”), and Tempo Automation, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of October 13, 2021, by and among ACE Convergence Acquisition LLC, a Delaware limited liability company (the “Sponsor Holdco”), the Persons set forth on Schedule I hereto (together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), ACE Convergence Acquisition Corp., a Cayman Islands exempted company (which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below))) (“Acquiror”), and Tempo Automation, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement.
FORM OF NOTE SUBSCRIPTION AGREEMENTNote Subscription Agreement • October 14th, 2021 • ACE Convergence Acquisition Corp. • Semiconductors & related devices • New York
This NOTE SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on October 13, 2021, by and between ACE Convergence Acquisition Corp., a Cayman Islands exempted company (“Issuer”), and the undersigned subscriber (the “Investor”).
