Tempo Automation (TMPOQ) S-4/A Registration of securities issued in business combination transactions (amended)

Exhibit 10.33

LETTER AGREEMENT

ACE Convergence Acquisition Corp.

1013 Centre Road, Suite 403S

Wilmington, DE 19805

March 16, 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 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,
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:

/s/ Den
ACE SO3 SPV Limited
By:	/s/ Denis Tse
	Name:	Denis Tse
	Title:	Director

/s/
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]