Exhibit 10.4


 


SPONSOR SUPPORT AGREEMENT


 


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.


 


RECITALS


 


WHEREAS, as of the date hereof,
the Sponsors collectively are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the
Exchange Act) of 5,750,000 shares of Acquiror Common Stock and 6,600,000 Acquiror Warrants in the aggregate (such shares of Acquiror Common
Stock and Acquiror Warrants collectively referred to herein as the “Subject Shares”) as set forth on Schedule I
attached hereto;


 


WHEREAS, contemporaneously with
the execution and delivery of this Sponsor Agreement, Acquiror, ACE Convergence Subsidiary Corp., a Delaware corporation and wholly owned
subsidiary of Acquiror (“Merger Sub”), and the Company have entered into an Agreement and Plan of Merger (as amended
or modified from time to time, the “Merger Agreement”), dated as of the date hereof, pursuant to which, Merger Sub
will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary
of Acquiror, on the terms and conditions set forth therein; and


 


WHEREAS, as an inducement to
Acquiror and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties hereto
desire to agree to certain matters as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree
as follows:


 


ARTICLE
I

SPONSOR SUPPORT AGREEMENT; COVENANTS


 


Section 1.1            Binding Effect of Merger Agreement. Each Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor
Agreement and has had the opportunity to consult with its tax and legal advisors. Each Sponsor shall be bound by and comply with Sections
7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained
in any such Sections) as if such Sponsor was an original signatory to the Merger Agreement with respect to such provisions.


 






     


     


    

 


Section 1.2            No Transfer. During the period commencing on the date hereof and ending on the Expiration Time (as defined below), each
Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the SEC (other
than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or decrease a call equivalent
position within the meaning of Section 16 of the Exchange Act, with respect to any shares of Acquiror Common Stock or Acquiror Warrants
owned by such Sponsor, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any shares of Acquiror Common Stock or Acquiror Warrants owned by such Sponsor or (iii) publicly announce
any intention to effect any transaction specified in clause (i) or (ii); provided, however, that nothing herein shall prohibit
a Transfer to another Sponsor or an Affiliate of a Sponsor (a “Permitted Transfer”); provided, further,
that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably
satisfactory in form and substance to the Company, to assume all of the obligations of such Sponsor under, and be bound by all of the
terms of, this Agreement; provided, further, that any Transfer permitted under this Section 1.2 shall not relieve a Sponsor
of its obligations under this Agreement. Any Transfer in violation of this Section 1.2 with respect to a Sponsor’s Subject Shares
shall be null and void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in the Sponsor
Holdco.


 


Section 1.3            New Shares. In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any
shares of Acquiror Common Stock, Acquiror Warrants or other equity securities of Acquiror are issued to a Sponsor after the date of this
Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification, combination or exchange of shares of
Acquiror Common Stock or Acquiror Warrants of, on or affecting the shares of Acquiror Common Stock or Acquiror Warrants owned by such
Sponsor or otherwise, (b) a Sponsor purchases or otherwise acquires beneficial ownership of any shares of Acquiror Common Stock, Acquiror
Warrants or other equity securities of Acquiror after the date of this Sponsor Agreement, or (c) a Sponsor acquires the right to vote
or share in the voting of any shares of Acquiror Common Stock or other equity securities of Acquiror after the date of this Sponsor Agreement
(such shares of Acquiror Common Stock, Acquiror Warrants or other equity securities of Acquiror, collectively the “New Securities”),
then such New Securities acquired or purchased by such Sponsor shall be subject to the terms of this Sponsor Agreement to the same extent
as if they constituted the shares of Acquiror Common Stock or Acquiror Warrants owned by such Sponsor as of the date hereof.


 


Section 1.4             Closing Date Deliverables. On the Closing Date, the Sponsors shall deliver to Acquiror and the Company:


 


(a)            a
duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsors,
and certain of the Company’s stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit
C to the Merger Agreement; and


 






    2


     


    

 


(b)           a duly executed copy of
that certain Lock-Up Agreement in substantially the form attached as Exhibit D to the Merger Agreement.


 


Section 1.5             Sponsor Agreements.


 


(a)           At any meeting of the shareholders of Acquiror, however called, or at any adjournment thereof, or in any other circumstance in
which the vote, consent or other approval of the shareholders of Acquiror is sought, each Sponsor shall (i) appear at each such meeting
or otherwise cause all of its shares of Acquiror Common Stock to be counted as present thereat for purposes of calculating a quorum and
(ii) vote (or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering,
all of its shares of Acquiror Common Stock:


 


(i)    in favor of each Transaction Proposal;


 


(ii)   against any Business Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than
the Transaction Proposals);


 


(iii)  against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror;


 


(iv)  against any change in the business, management or Board of Directors of Acquiror (other than in connection with the Transaction
Proposals);


 


(v)   against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement,
the Merger Agreement or any Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation
or agreement of Acquiror or the Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article IX of
the Merger Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement
of such Sponsor contained in this Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting
rights of any class of capital stock of, Acquiror;


 


(vi)  if applicable, in favor of waiving any and all anti-dilution rights such Sponsor may hold pursuant to the Acquiror Governing Documents;
and


 


(vii) against any amendment to the Voting Letter Agreement (as defined below) without the consent of the Company.


 


Each Sponsor hereby agrees
that it shall not commit or agree to take any action inconsistent with the foregoing.


 






    3


     


    

 


(b)           Each Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set forth in, that certain Letter
Agreement, dated as of July 27, 2020, by and among the Sponsors and Acquiror (the “Voting Letter Agreement”), including
the obligations of the Sponsors pursuant to Section 1 therein to not redeem any shares of Acquiror Common Stock owned by such Sponsor
in connection with the transactions contemplated by the Merger Agreement.


 


(c)           During the period commencing on the date hereof and ending on the earlier of the consummation of the Closing and the termination
of the Merger Agreement pursuant to Article X thereof, each Sponsor shall not modify or amend any Contract between or among such Sponsor,
anyone related by blood, marriage or adoption to such Sponsor or any Affiliate of such Sponsor (other than Acquiror or any of its Subsidiaries),
on the one hand, and Acquiror or any of Acquiror’s Subsidiaries, on the other hand, including, for the avoidance of doubt, the Voting
Letter Agreement.


 


Section 1.6            No Challenges. Each Sponsor agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions
necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Acquiror, Merger Sub,
the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of,
any provision of this Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation
or entry into the Merger Agreement.


 


Section 1.7            Further Assurances. Each Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably
necessary under applicable Laws to consummate the Mergers and the other transactions contemplated by the Merger Agreement on the terms
and subject to the conditions set forth therein and herein.


 


Section 1.8            No Inconsistent Agreement. Each Sponsor hereby represents and covenants that such Sponsor has not entered into, and shall
not enter into, any agreement that would restrict, limit or interfere with the performance of such Sponsor’s obligations hereunder.


 


ARTICLE
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1            Representations and Warranties of the Sponsors. Each Sponsor represents and warrants as of the date hereof to Acquiror and
the Company (solely with respect to itself, himself or herself and not with respect to any other Sponsor) as follows:


 


(a)           Organization; Due Authorization. If such Sponsor is not an individual, it is duly organized, validly existing and in good
standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery
and performance of this Sponsor Agreement and the consummation of the transactions contemplated hereby are within such Sponsor’s
corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability
company or organizational actions on the part of such Sponsor. If such Sponsor is an individual, such Sponsor has full legal capacity,
right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Sponsor Agreement
has been duly executed and delivered by such Sponsor and, assuming due authorization, execution and delivery by the other parties to this
Sponsor Agreement, this Sponsor Agreement constitutes a legally valid and binding obligation of such Sponsor, enforceable against such
Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting
creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies).
If this Sponsor Agreement is being executed in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full
power and authority to enter into this Sponsor Agreement on behalf of the applicable Sponsor.


 






    4


     


    

 


(b)           Ownership. Such Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to,
all of such Sponsor’s shares of Acquiror Common Stock and Acquiror Warrants, and there exist no Liens or any other limitation or
restriction (including any restriction on the right to vote, sell or otherwise dispose of such shares of Acquiror Common Stock or Acquiror
Warrants (other than transfer restrictions under the Securities Act)) affecting any such shares of Acquiror Common Stock or Acquiror Warrants,
other than Liens pursuant to (i) this Sponsor Agreement, (ii) the Acquiror Governing Documents, (iii) the Merger Agreement, (iv) the Voting
Letter Agreement or (v) any applicable securities Laws. Such Sponsor’s shares of Acquiror Common Stock and Acquiror Warrants are
the only equity securities in Acquiror owned of record or beneficially by such Sponsor on the date of this Sponsor Agreement, and none
of such Sponsor’s shares of Acquiror Common Stock or Acquiror Warrants are subject to any proxy, voting trust or other agreement
or arrangement with respect to the voting of such shares of Acquiror Common Stock or Acquiror Warrants, except as provided hereunder and
under the Voting Letter Agreement. Other than the Acquiror Warrants, such Sponsor does not hold or own any rights to acquire (directly
or indirectly) any equity securities of Acquiror or any equity securities convertible into, or which can be exchanged for, equity securities
of Acquiror.


 


(c)           No Conflicts. The execution and delivery of this Sponsor Agreement by such Sponsor does not, and the performance by such
Sponsor of his, her or its obligations hereunder will not, (i) if such Sponsor is not an individual, conflict with or result in a violation
of the organizational documents of such Sponsor or (ii) require any consent or approval that has not been given or other action that has
not been taken by any Person (including under any Contract binding upon such Sponsor or such Sponsor’s shares of Acquiror Common
Stock or Acquiror Warrants), in each case, to the extent such consent, approval or other action would prevent, enjoin or materially delay
the performance by such Sponsor of its, his or her obligations under this Sponsor Agreement.


 


(d)           Litigation. There are no Actions pending against such Sponsor, or to the knowledge of such Sponsor threatened against such
Sponsor, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any
manner challenges or seeks to prevent, enjoin or materially delay the performance by such Sponsor of its, his or her obligations under
this Sponsor Agreement.


 


(e)           Brokerage Fees. Except as described on Section 5.13 of the Acquiror Disclosure Letter, no broker, finder, investment banker
or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated
by the Merger Agreement based upon arrangements made by such Sponsor, for which Acquiror or any of its Affiliates may become liable.


 






    5


     


    

 


(f)            Affiliate Arrangements. Except as set forth on Schedule II attached hereto, neither such Sponsor nor any anyone related
by blood, marriage or adoption to such Sponsor or, to the knowledge of such Sponsor, any Person in which such Sponsor has a direct or
indirect legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any
Contract with Acquiror or its Subsidiaries.


 


(g)           Acknowledgment. Such Sponsor understands and acknowledges that each of Acquiror and the Company is entering into the Merger
Agreement in reliance upon such Sponsor’s execution and delivery of this Sponsor Agreement.


 


ARTICLE
III

MISCELLANEOUS


 


Section 3.1            Termination. This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon
the earliest to occur of (a) the Effective Time, (b) such date and time as the Merger Agreement shall be terminated in accordance with
Section 10.1 thereof (the earliest of (a) and (b), the “Expiration Time”), (c) the liquidation of Acquiror and
(d) upon the written agreement of the Sponsor, Acquiror, and the Company. Upon such termination of this Sponsor Agreement, all obligations
of the parties under this Sponsor Agreement will terminate, without any liability or other obligation on the part of any party hereto
to any Person in respect hereof or the transactions contemplated hereby, and no party hereto shall have any claim against another (and
no person shall have any rights against such party), whether under contract, tort or otherwise, with respect to the subject matter hereof;
provided, however, that the termination of this Sponsor Agreement shall not relieve any party hereto from liability arising in respect
of any breach of this Sponsor Agreement prior to such termination. This ARTICLE III shall survive the termination of this Agreement.


 


Section 3.2            Governing Law. This Sponsor Agreement, and all claims or causes of action (whether in contract or tort) that may be based
upon, arise out of or relate to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including
any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this
Sponsor Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements
executed and performed entirely within such State.


 


Section 3.3            CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a)           THE PARTIES TO THIS SPONSOR AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE
OR THE COURTS OF THE UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS
OF THIS SPONSOR AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS SPONSOR
AGREEMENT WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS SPONSOR AGREEMENT AND
ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT TO THE PERSONAL JURISDICTION
THERETO OR THAT SUCH ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS SPONSOR AGREEMENT MAY NOT BE ENFORCED
IN OR BY SUCH COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR
THAT THE VENUE OF THE ACTION IS IMPROPER AND FURTHER AGREES NOT TO BRING ANY PROCEEDING OR ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY OTHER COURT. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS
SPONSOR AGREEMENT BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED
IN Section 3.8.


 






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(b)           WAIVER OF TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SPONSOR
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SPONSOR AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SPONSOR AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 3.3.


 


Section 3.4            Assignment. This Sponsor Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests
or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.


 


Section 3.5            Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions
of this Sponsor Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Sponsor Agreement and to enforce
specifically the terms and provisions of this Sponsor Agreement in the chancery court or any other state or federal court within the State
of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity. In the event that any Action
shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense,
that there is an adequate remedy at law, and each party agrees to waive any requirement for the securing or posting of any bond in connection
therewith.


 






    7


     


    

 


Section 3.6            Amendment; Waiver. This Sponsor Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by Acquiror, the Company and the Sponsor Holdco.


 


Section 3.7           Severability. If any provision of this Sponsor Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Sponsor Agreement will remain in full force and effect. Any provision of this Sponsor Agreement held invalid
or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 


Section 3.8            Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been
duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service
or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:


 


	 	If to Acquiror:
	 	 
	 	ACE Convergence Acquisition Corp.
	 	1013 Centre Road, Suite 403S
	 	Wilmington, DE 19805
	 	Attention:	Denis Tse
	 	Email:	denis@acev.io
	 	with a copy to (which will not constitute notice):
	 	 
	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	525 University Avenue, Suite 1400
	 	Palo Alto, CA 94301
	 	Attention:	Michael Mies
	 	Email:	michael.mies@skadden.com
	 	 
	 	 
	 	If to the Company:
	 	 
	 	Tempo Automation, Inc.
	 	2460 Alameda St.
	 	San Francisco, CA 94103
	 	Attention:	Ryan Benton
	 	Email:	rbenton@tempoautomation.com



 






    8


     


    

 


	 	with a copy to (which shall not constitute notice):
	 	 
	 	Latham & Watkins LLP
	 	811 Main Street, Suite 3700
	 	Houston, TX 77002
	 	Attention:	 Ryan J. Maierson
	 	 	Thomas G. Brandt
	 	Email:	ryan.maierson@lw.com
	 	 	thomas.brandt@lw.com



 


	 	If to a Sponsor:
	 	 
	 	To such Sponsor’s address set forth in Schedule I
	 	with a copy to (which will not constitute notice):
	 	 
	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	525 University Avenue, Suite 1400
	 	Palo Alto, CA 94301
	 	Attention:	Michael Mies
	 	Email:	michael.mies@skadden.com




 


Section 3.9            Counterparts. This Sponsor Agreement may be executed in two or more counterparts (any of which may be delivered by electronic
transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


Section 3.10          Entire Agreement. This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by
or among the parties hereto to the extent they relate in any way to the subject matter hereof.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
BLANK]


 






    9


     


    

 





IN WITNESS WHEREOF, the Sponsors,
Acquiror, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the date first written above.


 


	 	SPONSORS:
	 	 
	 	ACE Convergence Acquisition LLC
	 	 
	 	 
	 	By:	/s/ Behrooz Abdi
	 	 	Name:	Behrooz Abdi
	 	 	Title:	Chief Executive Officer
	 	 
	 	 
	 	/s/ Behrooz Abdi
	 	Name:Behrooz Abdi
	 	 
	 	 
	 	/s/ Sunny Siu
	 	Name:Sunny Siu
	 	 
	 	 
	 	/s/ Kenneth Klein
	 	Name:Kenneth Klein
	 	 
	 	 
	 	/s/ Ryan Benton
	 	Name: Ryan Benton
	 	 
	 	 
	 	/s/ Raquel Chmielewski
	 	Name: Raquel Chmielewski
	 	 
	 	 
	 	/s/ Omid Tahernia
	 	Name: Omid Tahernia
	 	 
	 	 
	 	/s/ Minyoung Park
	 	Name:Minyoung Park




 


 


[Signature Page to Sponsor Support Agreement]


 









    


     


    

 


	 	ACQUIROR:
	 	 
	 	ACE Convergence Acquisition Corp.
	 	 
	 	 
	 	By:	/s/ Behrooz Abdi
	 	 	Name:	Behrooz Abdi
	 	 	Title:	Chief Executive Officer




 


 


[Signature Page to Sponsor Support Agreement]


 






    


     


    

 


	 	COMPANY:
	 	 
	 	Tempo Automation, Inc.
	 	 
	 	 
	 	By:	/s/ Joy Weiss
	 	 	Name:	Joy Weiss
	 	 	Title:	CEO


 


[Signature Page to Sponsor Support Agreement]


 






    


     


    

 


Schedule I


Sponsor Shares of Acquiror Common Stock and
Acquiror Warrants


 


	Sponsor 	Acquiror Common Stock	Acquiror Warrants
	
    ACE Convergence Acquisition LLC(1)

    c/o ACE Convergence Acquisition Corp.

    1013 Centre Road, Suite 403S, Wilmington, Delaware
    19805
	3,916,500	5,651,250
	
    Behrooz Abdi(1)

    c/o ACE Convergence Acquisition Corp.

    1013 Centre Road, Suite 403S, Wilmington, Delaware
    19805
	0	---
	
    Sunny Siu

    c/o ACE Convergence Acquisition Corp.

    1013 Centre Road, Suite 403S, Wilmington, Delaware
    19805
	1,678,500	948,750
	
    Kenneth Klein

    c/o ACE Convergence Acquisition Corp.

    1013 Centre Road, Suite 403S, Wilmington, Delaware
    19805
	40,000	---
	
    Ryan Benton

    c/o ACE Convergence Acquisition Corp.

    1013 Centre Road, Suite 403S, Wilmington, Delaware
    19805
	35,000	---
	
    Raquel Chmielewski

    c/o ACE Convergence Acquisition Corp.

    1013 Centre Road, Suite 403S, Wilmington, Delaware
    19805
	35,000	---
	
    Omid Tahernia

    c/o ACE Convergence Acquisition Corp.

    1013 Centre Road, Suite 403S, Wilmington, Delaware
    19805
	35,000	---
	
    Minyoung Park

    c/o ACE Convergence Acquisition Corp.

    1013 Centre Road, Suite 403S, Wilmington, Delaware
    19805
	10,000	---


 


 


(1) Mr. Abdi may be deemed to beneficially own securities held by ACE
Convergence Acquisition LLC by virtue of his control over ACE Convergence Acquisition LLC. Mr. Abdi disclaims beneficial ownership of
securities held by ACE Convergence Acquisition LLC except to the extent of his pecuniary interests therein.


 


 


[Schedule I to Sponsor Support Agreement]


 






    


     


    

 





Schedule II


 


Affiliate Agreements


 


		1.	Letter Agreement, dated July 27, 2020, among Acquiror, the Sponsor Holdco and each of the other parties
thereto
		2.	Registration Rights Agreement, dated July 27, 2020, among Acquiror, the Sponsor Holdco and certain other
security holders named therein
		3.	Administrative Services Agreement, dated July 27, 2020, between Acquiror and the Sponsor Holdco, which
shall terminate at Closing without further liability, cost, payment or other obligation of Acquiror
		4.	Indemnity Agreement, dated July 27, 2020, between Acquiror and Behrooz Abdi
		5.	Indemnity Agreement, dated July 27, 2020, between Acquiror and Sunny Siu
		6.	Indemnity Agreement, dated July 27, 2020, between Acquiror and Denis Tse
		7.	Indemnity Agreement, dated July 27, 2020, between Acquiror and Kenneth Klein
		8.	Indemnity Agreement, dated July 27, 2020, between Acquiror and Omid Tahernia
		9.	Indemnity Agreement, dated July 27, 2020, between Acquiror and Ryan Benton
		10.	Indemnity Agreement, dated July 27, 2020, between Acquiror and Raquel Chmielewski
		11.	Indemnity Agreement, dated July 27, 2020, between Acquiror and Minyoung Park



 


 


[Schedule II to Sponsor Support Agreement]