Exhibit 10.5


 


STOCKHOLDER SUPPORT AGREEMENT


 


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.


 


RECITALS


 


WHEREAS, as of the date hereof,
the Company Stockholders are the holders of record and the “beneficial owners” (within the meaning of Rule 13d-3 under the
Exchange Act) of such number of shares of Company Capital Stock as are indicated opposite each of their names on Schedule I attached
hereto (all such shares of Company Capital Stock, together with any shares of Company Capital Stock of which ownership of record or the
power to vote (including, without limitation, by proxy or power of attorney) is hereafter acquired by any such Company Stockholder during
the period from the date hereof through the Expiration Time (as defined below) applicable to such Company Stockholder are referred to
herein as the “Subject Shares”);


 


WHEREAS, contemporaneously with
the execution and delivery of this Agreement, Acquiror, ACE Convergence Subsidiary Corp., a Delaware corporation (“Merger Sub”),
and the Company entered into an Agreement and Plan of Merger (as amended or modified from time to time, the “Merger Agreement”)
pursuant to which, Merger Sub will merge with and into the Company (the “Merger” and, together with the other transactions
contemplated by the Merger Agreement, the “Transactions”), with the Company surviving the Merger as a wholly-owned
subsidiary of Acquiror; 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

stockholder SUPPORT AGREEMENT; COVENANTS


 


Section 1.1           
Binding Effect of Merger Agreement. Each Company Stockholder hereby acknowledges that it has read the Merger Agreement and
this Agreement and has had the opportunity to consult with its tax and legal advisors. Each Company Stockholder shall be bound by and
comply with Sections 6.5 (Acquisition Proposals) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions
contained in any such Sections) as if (x) such Company Stockholder was an original signatory to the Merger Agreement with respect to such
provisions, and (y) each reference to the “Company” contained in such provisions also referred to each such Company Stockholder.


 






    


     


    

 


Section 1.2           
No Transfer. During the period commencing on the date hereof and ending on the Expiration Time, each Company Stockholder
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 Subject Shares, (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 Subject Shares (clauses (i) and (i)
collectively, a “Transfer”) 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 an Affiliate of a Company Stockholder (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 Acquiror, to
assume all of the obligations of such Company Stockholder 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 Company Stockholder of its obligations under this
Agreement. Any Transfer in violation of this Section 1.2 with respect to a Company Stockholder’s Subject Shares shall be null and
void. Nothing in this Agreement shall prohibit direct or indirect transfers of equity or other interests in a Company Stockholder.


 


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
Subject Shares are issued to a Company Stockholder after the date of this Agreement pursuant to any stock dividend, stock split, recapitalization,
reclassification, combination or exchange of Subject Shares or otherwise, (b) a Company Stockholder purchases or otherwise acquires beneficial
ownership of any Subject Shares or (c) a Company Stockholder acquires the right to vote or share in the voting of any Subject Shares (collectively
the “New Securities”), then such New Securities acquired or purchased by such Company Stockholder shall be subject
to the terms of this Agreement to the same extent as if they constituted the Subject Shares owned by such Company Stockholder as of the
date hereof.


 


Section 1.4           
Agreement to Vote. Hereafter until the Expiration Time, each Company Stockholder hereby unconditionally and irrevocably
agrees that, at any meeting of the stockholders of the Company (or any adjournment or postponement thereof), and in any action by written
consent of the stockholders of the Company requested by the Board of Directors of the Company or otherwise undertaken in connection with
the Transactions (which written consent shall be delivered promptly, and in any event within three (3) business days, after the Proxy
Statement/Registration Statement (as contemplated by the Merger Agreement) has been declared effective and has been delivered or otherwise
made available to the stockholders of Acquiror and the Company), such Company Stockholder shall, if a meeting is held, appear at the meeting,
in person or by proxy, or otherwise cause its Subject Shares to be counted as present thereat for purposes of establishing a quorum, and
such Company Stockholder shall vote or provide consent (or cause to be voted or consented), in person or by proxy, all of its Subject
Shares:


 






    2


     


    

 


(a)         
to approve and adopt the Merger Agreement and the Transactions;


 


(b)         
to exercise all of such Company Stockholder’s Company Warrants in full on a cashless basis or terminate such Company Warrants
without exercise, as applicable, in accordance with their respective terms;


 


(c)         
to convert each share of Company Preferred Stock into one share of Company Common Stock;


 


(d)         
in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or
the Company Financing Agreements or otherwise sought with respect to the Merger Agreement or the Transactions, to vote, consent or approve
(or cause to be voted, consented or approved) all of such Company Stockholder’s Subject Shares held at such time in favor thereof;


 


(e)         
against and withhold consent with respect to any merger, purchase of all or substantially all of the Company’s assets or
other business combination transaction (other than the Merger Agreement and the Transactions); and


 


(f)          
against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Agreement,
the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation
or agreement of the Company under the Merger Agreement, (C) result in any of the conditions set forth in Article IX of the Merger Agreement
not being fulfilled or (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such Company
Stockholder contained in this Agreement.


 


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


 


Section 1.5           
No Challenges. Each Company Stockholder 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 1.6           
Closing Date Deliverables. Each of the Persons set forth on Schedule I will deliver, substantially simultaneously
with the Effective Time:


 


(a)          a
duly-executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company and the other
parties thereto, in substantially the form attached as Exhibit C to the Merger Agreement; and


 






    3


     


    

 


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


 


Section 1.7           
Further Assurances. Each Company Stockholder shall execute and deliver, or cause to be delivered, such additional documents,
and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under
applicable Laws), or reasonably requested by Acquiror or the Company, to effect the actions and consummate the Mergers and the other transactions
contemplated by this Agreement and the Merger Agreement, in each case, on the terms and subject to the conditions set forth therein and
herein, as applicable.


 


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


 


Section 1.9           
Consent to Disclosure. Each Company Stockholder hereby consents to the publication and disclosure in the Proxy Statement/Registration
Statement (and, as and to the extent otherwise required by applicable securities Laws or the SEC or any other securities authorities,
any other documents or communications provided by Acquiror or the Company to any Governmental Authority or to securityholders of Acquiror)
of such Company Stockholder’s identity and beneficial ownership of Subject Shares and the nature of such Company Stockholder’s
commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by Acquiror or the Company,
a copy of this Agreement. Each Company Stockholder will promptly provide any information reasonably requested by Acquiror or the Company
for any regulatory application or filing made or approval sought in connection with the Transactions (including filings with the SEC).


 


Section 1.10       
Termination of Company Financing Agreements, Related Agreements. Each Company Stockholder, by this Agreement with respect
to its Subject Shares, severally and not jointly, hereby agrees to terminate, subject to the Closing and effective as of the Effective
Time, (a) all Affiliate Agreements to which such Company Stockholder is party that are set forth on Schedule II attached hereto,
if applicable to such Company Stockholder (the “Company Financing Agreements”); and (b) any rights under any letter
or agreement providing for redemption rights, put rights, purchase rights or other similar rights not generally available to stockholders
of the Company (clauses (a) and (b), collectively, the “Terminating Rights”) between such Company Stockholder and the
Company, but excluding, (i) for the avoidance of doubt, any rights such Company Stockholder may have that relate to any commercial or
employment agreements or arrangements between such Company Stockholder and the Company or any Subsidiary thereof, which shall survive
the Closing in accordance with their terms, and (ii) any indemnification, advancement of expenses and exculpation rights of any Company
Stockholder or any of its Affiliates set forth in the foregoing documents, which shall survive the Closing in accordance with their terms;
provided that all Terminating Rights between the Company and any other holder of Company Capital Stock shall also terminate at such time.


 






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ARTICLE
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1           
Representations and Warranties of the Company Stockholders. Each Company Stockholder 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 Company Stockholder)
as follows:


 


(a)         
Organization; Due Authorization. If such Company Stockholder 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 Agreement and the consummation of the transactions contemplated hereby are within such Company Stockholder’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 Company Stockholder. If such Company Stockholder is an individual, such Company
Stockholder has full legal capacity, right and authority to execute and deliver this Agreement and to perform his or her obligations hereunder.
This Agreement has been duly executed and delivered by such Company Stockholder and, assuming due authorization, execution and delivery
by the other parties to this Agreement, this Agreement constitutes a legally valid and binding obligation of such Company Stockholder,
enforceable against such Company Stockholder 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 Agreement is being executed in a representative or fiduciary capacity, the Person signing this
Agreement has full power and authority to enter into this Agreement on behalf of the applicable Company Stockholder.


 


(b)         
Ownership. Such Company Stockholder is the record and beneficial owner (as defined in the Securities Act) of, and has good
title to, all of such Company Stockholder’s Subject Shares, 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 Subject (other than transfer restrictions under the Securities
Act)) affecting any such Subject Shares, other than Liens pursuant to (i) this Agreement, (ii) the Company’s Governing Documents,
(iii) the Merger Agreement, (iv) the Company Financing Agreements or (v) any applicable securities Laws. Such Company Stockholder’s
Subject Shares are the only equity securities in the Company owned of record or beneficially by such Company Stockholder on the date of
this Agreement, and none of such Company Stockholder’s Subject Shares are subject to any proxy, voting trust or other agreement
or arrangement with respect to the voting of such Subject Shares, except as provided hereunder and under the Company Financing Agreements.
Other than the Company Warrants and any Company Options set forth opposite such Company Stockholder’s name on Schedule I,
such Company Stockholder does not hold or own any rights to acquire (directly or indirectly) any equity securities of the Company or any
equity securities convertible into, or which can be exchanged for, equity securities of the Company.


 


(c)         
No Conflicts. The execution and delivery of this Agreement by such Company Stockholder does not, and the performance by
such Company Stockholder of his, her or its obligations hereunder will not, (i) if such Company Stockholder is not an individual, conflict
with or result in a violation of the organizational documents of such Company Stockholder 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 Company Stockholder
or such Company Stockholder’s Subject Shares) to the extent such consent, approval or other action would prevent, enjoin or materially
delay the performance by such Company Stockholder of its, his or her obligations under this Agreement.


 






    5


     


    

 


(d)         
Litigation. There are no Actions pending against such Company Stockholder, or to the knowledge of such Company Stockholder
threatened against such Company Stockholder, 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 Company
Stockholder of its, his or her obligations under this Agreement.


 


(e)         
Adequate Information. Such Company Stockholder is a sophisticated stockholder and has adequate information concerning the
business and financial condition of Acquiror and the Company to make an informed decision regarding this Agreement and the Transactions
and has independently and without reliance upon Acquiror or the Company and based on such information as such Company Stockholder has
deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Company Stockholder acknowledges that Acquiror
and the Company have not made and do not make any representation or warranty, whether express or implied, of any kind or character except
as expressly set forth in this Agreement. Such Company Stockholder acknowledges that the agreements contained herein with respect to the
Subject Shares held by such Company Stockholder are irrevocable.


 


(f)          
Brokerage Fees. 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 Company
Stockholder in his, her or its capacity as a stockholder or, to the knowledge of such Company Stockholder, on behalf of such Company Stockholder
in his, her or its capacity as a stockholder, for which the Company or any of its Affiliates may become liable.


 


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


 


ARTICLE
III

MISCELLANEOUS


 


Section 3.1           
Termination. This 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 earlier of (a) and (b), the “Expiration Time”) and (c) as to each Company Stockholder, upon the written
agreement of Acquiror, the Company and such Company Stockholder. Upon such termination of this Agreement, all obligations of the parties
under this 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 Agreement shall not relieve any party hereto from liability arising in respect of any breach of this Agreement
prior to such termination. This ARTICLE III shall survive the termination of this Agreement.


 






    6


     


    

 


Section 3.2           
Governing Law. This 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 Agreement or the negotiation, execution or performance of this 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 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 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 AGREEMENT
AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS AGREEMENT WAIVE, AND AGREE NOT TO
ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS 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 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 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.


 


(b)        
WAIVER OF TRIAL BY JURY. EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS 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 AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED BY THIS 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 AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS
AND CERTIFICATIONS IN THIS Section 3.3.


 






    7


     


    

 


Section 3.4           
Assignment. This 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 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 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 Agreement and to enforce specifically
the terms and provisions of this 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.


 


Section 3.6           
Amendment; Waiver. This 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 Company Stockholders.


 


Section 3.7           
Severability. If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction,
the other provisions of this Agreement will remain in full force and effect. Any provision of this 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


 






    8


     


    

 


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


 


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 Company Stockholder:


 


To such Company Stockholder’s address set forth in Schedule
I.


 


Section 3.9           
Counterparts. This 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 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 Company
Stockholders, Acquiror, and the Company have each caused this Stockholder Support Agreement to be duly executed as of the date first written
above.


 


	 	COMPANY STOCKHOLDERS:
	 	 
	 	LUX VENTURES IV, L.P.
	 	 	 
	 	By:	/s/ Peter Hebert                            
	 	 	Name:  Peter Hebert
	 	 	Title: Managing Director



 


	 	POINT72 VENTURES INVESTMENTS, LLC
	 	 	 
	 	By:	/s/ David Schaffer                            
	 	 	Name: David Schaffer
	 	 	Title: Authorized Signatory


 


	 	JEFFREY MCALVAY
	 	 	 
	 	By:	/s/ Jeffrey McAlvay                            
	 	 	Name: Jeffrey McAlvay


 


[Signature Page to Stockholder Support Agreement]


 






    


     


    

 


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


 


[Signature Page to Stockholder Support Agreement]


 






    


     


    

 


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


 


[Signature Page to Stockholder Support Agreement]


 






    


     


    

 





Schedule I


Company Stockholder Subject Shares


 


	Holder	Shares of

 Common

 Stock	Shares of

 Series A

 Preferred

 Stock	Shares of

 Series A-

1

 Preferred

 Stock	Shares of

 Series A-2

 Preferred

 Stock	Shares of

 Series B

 Preferred

 Stock	Shares of

 Series C

 Preferred

 Stock	Shares of

 Series C-1

 Preferred

 Stock	Shares of

 Series C-2

 Preferred

 Stock	Company

 Options	Company

 Warrants	Notice Information
	Jeffrey McAlvay	5,100,000	---	---	---	---	---	---	---	881,297	---	 
	Point72 Ventures Investments, LLC	---	---	---	---	2,176,528	8,001,903	---	---	---	2,363,000	 
	Lux Ventures IV, L.P.	---	5,222,387	---	---	1,606,888	933,555	---	---	---	---	 
	Total:	5,100,000	5,222,387	---	---	3,783,416	8,935,458	---	---	881,297	2,363,000	 


 


[Schedule I to Stockholder Support Agreement]


 






    


     


    

 





Schedule II


 


Company Financing Agreements


 


 


Amended and Restated Investor Rights Agreement, dated as of April 11,
2019, by and among the Company and the parties listed thereto


 


Amended and Restated Right of First Refusal and Co-Sale Agreement,
dated as of April 11, 2019, by and among the Company and the parties listed thereto


 


Amended and Restated Voting Agreement, dated as of April 11, 2019,
by and among the Company and the parties listed thereto


 


[Schedule II to Stockholder Support Agreement]