Exhibit 10.5
LETTER AGREEMENT
ACE Convergence Acquisition Corp.
1013 Centre Road, Suite 403S
Wilmington, DE 19805
January 18, 2022
ACE SO3 SPV Limited
8 Marina View, #43-01, Asia Square Tower 1
Singapore 018960
Tempo Automation, Inc.
2460 Alameda St.
San Francisco, CA 94103
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/ Behrooz Abdi | |
| Name: Behrooz Abdi | ||
| Title: Chief Executive Officer | ||
Agreed and accepted as of the date first written above:
| ACE SO3 SPV Limited | |||
| By: | /s/ Denis Tse | ||
| Name: | Denis Tse | ||
| Title: | Director | ||
| Tempo Automation, Inc. | |||
| By: | /s/ Joy Weiss | ||
| Name: | Joy Weiss | ||
| Title: | Chief Executive Officer | ||
Cc:
Tempo Automation, Inc.
2460 Alameda St.
San Francisco, CA 94103
Attn: Ryan Benton
Email: rbenton@tempoautomation.com
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, TX 77002
Attn: Ryan J. Maierson
Thomas G. Brandt
Email: ryan.maierson@lw.com
Thomas.brandt@lw.com
[Signature Page to Letter Agreement]