Exhibit 10.2


 


FORM OF NOTE SUBSCRIPTION AGREEMENT


 


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”).


 


WHEREAS, this Subscription
Agreement is being entered into in connection with the Agreement and Plan of Merger, dated as of October 13, 2021 (as may be amended,
supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among Issuer, Tempo Automation,
Inc., a Delaware corporation (the “Company”), ACE Convergence Subsidiary Corp., a Delaware corporation and a direct
wholly owned subsidiary of Issuer (“Merger Sub”), and the other parties thereto, pursuant to which, among other things,
Merger Sub will merge with and into the Company, with the Company surviving such merger as a wholly owned subsidiary of Issuer(collectively,
the “Transaction”);


 


WHEREAS, prior to the closing
of the Transaction (and as more fully described in the Transaction Agreement), Issuer will domesticate as a Delaware corporation in accordance
with Section 388 of the General Corporation Law of the State of Delaware and Part XII of the Cayman Islands Companies Law (2020 Revision)
(the “Domestication”);


 


WHEREAS, in connection with
the Transaction, Issuer is seeking commitments from interested investors to purchase, following the Domestication and substantially concurrently
with the closing of the Transaction, that principal amount of the Issuer’s 12% convertible senior notes due 2025 (the “Notes”)
set forth on the signature page hereto (the “Subscribed Notes”);


 


WHEREAS, the aggregate purchase
price to be paid by the Investor is equal to 100% of the principal amount of the Subscribed Notes as set forth on the signature page hereto
and is referred to herein as the “Purchase Price”;


 


WHEREAS, substantially concurrently
with the execution of this Subscription Agreement, Issuer is entering into: (i) separate subscription agreements (collectively, the “PIPE
Subscription Agreements”) with certain other institutional accredited investors relating to the purchase of shares of Issuer’s
Class A common stock, par value $0.001 per share, as such shares will exist as common stock following the Domestication (the “Common
Stock”), and (ii) one or more backstop subscription agreements (the “Backstop Subscription Agreements”) on
terms substantially similar to the PIPE Subscription Agreements, except that the investor party thereto (the “Backstop Investor”)
has agreed to purchase up to 2,500,000 shares of Common Stock from Issuer to backstop certain shortfalls in the Minimum Available Acquiror
Cash Amount (as defined in the Transaction Agreement) immediately prior to the consummation of the Transaction;


 


WHEREAS, in connection with
the issuance of the Notes on the Closing Date, Issuer and a trustee to be selected by Issuers and the Company, as trustee (the “Trustee”),
will enter into an indenture in respect of the Notes on substantially the terms set forth in the indicative term sheet attached hereto
as Exhibit A (the “Indenture”); and


 


WHEREAS, on or after the date
of this Subscription Agreement, the Issuer intends to enter into other convertible note subscription agreements (the “Other Subscription
Agreements” and together with this Subscription Agreement, the “Subscription Agreements”) with other institutional
accredited investors (the “Other Note Investors” and together with the Investor, the “Investors”),
which shall be on substantially the same terms as the terms of this Subscription Agreement (other than the amount of the Subscribed Notes
to be purchased), pursuant to which such Other Note Investors will agree to purchase additional Notes in an aggregate principal amount
not to exceed $75,000,000 (to be issued under the same indenture as the Notes being issued to the Investor and also having the terms set
forth in Exhibit A hereto) on the Closing Date.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, set forth herein, and intending
to be legally bound hereby, each of the Investor and Issuer acknowledges and agrees as follows:


 






    


     


    

 


1.             Subscription. The Investor hereby irrevocably subscribes for and agrees to purchase from Issuer, and the Issuer hereby agrees
to issue and sell to the Investor, upon payment of the Purchase Price, the aggregate principal amount of Subscribed Notes set forth on
the signature page of this Subscription Agreement on the terms and subject to the conditions provided for herein. Subject to the last
sentence of Section 2, the Investor acknowledges and agrees that, as a result of the Domestication, the Subscribed Notes that will
be issued pursuant hereto shall be securities of a Delaware corporation (and not securities of a Cayman Islands exempted company). As
used herein, the term “Notes” shall include the Guarantees (as defined in Exhibit A) thereof by the Guarantors
(as defined in Exhibit A), unless the context requires otherwise.


 


2.             Closing. The closing of the sale of the Subscribed Notes contemplated hereby (the “Closing”) shall occur
on the closing date (the “Closing Date”) and is expected to occur substantially concurrent with the consummation of
the Transaction. Subject to the satisfaction or waiver of the conditions set forth in this Section 2 and in Section 3 below, upon delivery
of written notice from (or on behalf of) Issuer to the Investor (the “Closing Notice”), that Issuer reasonably expects
all conditions to the closing of the Transaction to be satisfied or waived on an expected Closing Date that is not less than ten (10)
business days from the date on which the Closing Notice is delivered to the Investor, the Investor shall deliver to Issuer, on the expected
Closing Date specified in the Closing Notice, the Purchase Price by wire transfer of United States dollars in immediately available funds
to the account(s) specified by Issuer in the Closing Notice. On the Closing Date and prior to the release of the Purchase Price by the
Investor, Issuer shall deliver the Subscribed Notes against payment of the Purchase Price to the Investor and cause the Subscribed Notes
to be registered in book entry form in the name of the Investor, in accordance with applicable securities laws of the states of the United
States and other applicable jurisdictions, through the facilities of The Depository Trust Company (“DTC”). For purposes
of this Subscription Agreement, “business day” shall mean a day, other than a Saturday, Sunday or other day on which
commercial banks in New York, New York or governmental authorities in the Cayman Islands (for so long as Issuer remains domiciled in Cayman
Islands) are authorized or required by law to close. Prior to or at the Closing, Investor shall deliver to Issuer a duly completed and
executed Internal Revenue Service Form W-9 or appropriate Form W-8. In the event the consummation of the Transaction does not occur within
five (5) business days after the Closing Date under this Subscription Agreement, Issuer shall promptly (but not later than two (2) business
days thereafter) return the Purchase Price to the Investor by wire transfer of U.S. dollars in immediately available funds to the account
specified by the Investor, and any book-entries for the Subscribed Notes shall be deemed repurchased and cancelled without interest; provided
that, unless this Subscription Agreement has been terminated pursuant to Section 8 hereof, such return of funds shall not terminate
this Subscription Agreement or relieve the Investor of its obligation to purchase the Subscribed Notes at the Closing.


 


3.             Closing Conditions. The obligation of the parties hereto to consummate the purchase and sale of the Subscribed Notes pursuant
to this Subscription Agreement is subject to the following conditions: (a) there shall not be in force any injunction or order enjoining
or prohibiting the issuance and sale of the Subscribed Notes under this Subscription Agreement; (b) all conditions precedent to the closing
of the Transaction under the Transaction Agreement shall have been satisfied or waived (as determined by the parties to the Transaction
Agreement and other than those conditions under the Transaction Agreement which, by their nature, are to be fulfilled at or substantially
contemporaneously with the closing of the Transaction); (c) the Indenture shall have been executed by the applicable parties thereto;
(d) the Registration Rights Agreement (defined below) shall have been executed by the applicable parties thereto, (e)(i) solely with respect
to the Investor’s obligation to close, the representations and warranties made by Issuer, and (ii) solely with respect to Issuer’s
obligation to close, the representations and warranties made by the Investor, in each case, in this Subscription Agreement shall be true
and correct in all material respects as of the Closing Date other than (x) those representations and warranties qualified by materiality,
Material Adverse Effect or similar qualification, which shall be true and correct in all respects as of the Closing Date and (y) those
representations and warranties expressly made as of an earlier date, which shall be true and correct in all material respects (or, if
qualified by materiality, Material Adverse Effect or similar qualification, all respects) as of such date, in each case without giving
effect to the consummation of the Transactions (f)(i) solely with respect to the Investor’s obligation to purchase the Subscribed
Notes pursuant to this Subscription Agreement, Issuer shall have performed, satisfied and complied in all material respects with all covenants,
agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the
Closing, and (ii) solely with respect to the Issuer’s obligation to close, Investor shall have performed, satisfied and complied
in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied
or complied with by it at or prior to the Closing; and (g) solely with respect to the Investor’s obligation to close, none of the
Issuer, the Company or any of their respective affiliates shall have entered into any Other Subscription Agreement with a lower purchase
price per $1,000 principal amount of the Notes or other terms (economic or otherwise) more favorable in any material respect to such Other
Note Investor than as set forth in this Subscription Agreement other than any other agreement contemplated by the Transaction Agreement,
and there shall not have been any amendment, waiver or modification to any Other Subscription Agreement that materially benefits any Other
Note Investor unless the Investor has been offered the same benefit.


 






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4.             Further Assurances. At the Closing, the parties hereto shall execute and deliver such additional documents and take such
additional actions as the parties reasonably may deem to be practical and necessary in order to consummate the subscription as contemplated
by this Subscription Agreement.


 


5.             Issuer Representations and Warranties. Issuer represents and warrants to the Investor that:


 


(a)           Issuer is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands (to
the extent such concept exists in such jurisdiction). Issuer has all power (corporate or otherwise) and authority to own, lease and operate
its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Subscription
Agreement. As of the Closing Date, following the Domestication, Issuer will be duly incorporated, validly existing as a corporation and
in good standing under the laws of the State of Delaware.


 


(b)           As of the Closing Date, the shares of Common Stock issuable upon conversion of the Notes (the “Underlying Shares”)
will be duly authorized and, when issued upon conversion of the Notes, will be validly issued, fully paid and non-assessable, free and
clear of any liens or other restrictions (other than those arising under applicable securities laws or by and through Investor lock up)
and will not have been issued in violation of any preemptive rights created under the Issuer’s organizational documents (as adopted
on or prior to the Closing Date), by any contract to which the Issuer is a party or by which it is bound, or under the laws of its jurisdiction
of incorporation.


 


(c)           As of the Closing Date, the Subscribed Notes will be duly authorized and, when issued and delivered to the Investor against full
payment therefor in accordance with the terms of this Subscription Agreement, the Subscribed Notes will be validly issued, fully paid
and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Issuer’s
certificate of incorporation (as in effect at such time of issuance) or under the Delaware General Corporation Law.


 


(d)           This Subscription Agreement has been duly authorized, executed and delivered by Issuer and, assuming that this Subscription Agreement
constitutes the valid and binding agreement of the Investor, this Subscription Agreement is enforceable against Issuer in accordance with
its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium
or other laws relating to or affecting the rights of creditors generally, or (ii) principles of equity, whether considered at law
or equity. As of the Closing Date, the Registration Rights Agreement, the Indenture and the Guarantees will have been duly authorized
by Issuer and the Guarantors, as applicable, and when duly authorized, executed and delivered by the Issuer, the Guarantors and the other
parties thereto (including the Trustee), will constitute a legal, valid and binding obligation of Issuer and the Guarantors, as applicable,
enforceable against Issuer and the Guarantors, respectively, in accordance with its terms, except as may be limited or otherwise affected
by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights
of creditors generally, or (ii) principles of equity, whether considered at law or equity.


 


(e)           The execution, delivery and performance of this Subscription Agreement and the Indenture, the issuance and sale of the Subscribed
Notes and the compliance by the Issuer and the Guarantors with all of the provisions of this Subscription Agreement and the Indenture
and the consummation of the transactions contemplated herein and therein will not conflict with or result in a breach or violation of
any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance
upon any of the property or assets of Issuer or any of its subsidiaries pursuant to the terms of (i) any indenture, mortgage, deed
of trust, loan agreement, lease, license or other agreement or instrument to which Issuer, the Guarantors or any of their respective subsidiaries
is a party or by which Issuer, the Guarantors or any of their respective subsidiaries is bound or to which any of the property or assets
of Issuer or the Guarantors is subject that would reasonably be expected to have a material adverse effect on the business, financial
condition or results of operations of Issuer, the Guarantors and their respective subsidiaries, taken as a whole (a “Material
Adverse Effect”), or materially affect the validity of the Subscribed Notes or the Underlying Shares, or any guarantee by a
Guarantor or the legal authority of Issuer to comply in all material respects with its obligations under this Subscription Agreement or
the Indenture; (ii) result in any violation of the provisions of the organizational documents of Issuer or any Guarantor; or (iii) result
in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign,
having jurisdiction over Issuer or any Guarantor or any of its properties that would reasonably be expected to have a Material Adverse
Effect or materially affect the validity of the Subscribed Notes, the Indenture, the Guarantees or the legal authority of Issuer or the
Guarantors to comply in all material respects with its obligations under this Subscription Agreement, the Indenture and the Guarantees.


 






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(f)            As of their respective filing dates, all reports required to be filed by Issuer with the U.S. Securities and Exchange Commission
(the “SEC”) since July 24, 2020 (the “SEC Reports”) complied in all material respects with the applicable
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the SEC promulgated thereunder. As of the date hereof, there are no material outstanding or unresolved comments in comment letters
received by Issuer from the staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.


 


(g)           Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration
with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection
with the execution, delivery and performance of this Subscription Agreement and the Indenture, the issuance and sale of the Notes and
the compliance by the Issuer and the Guarantors with all of the provisions of this Subscription Agreement and the Indenture and the consummation
of the transactions contemplated herein and therein, other than (i) filings with the SEC, (ii) filings required by applicable state securities
laws, (iii) the filings required in accordance with Section 13 of this Subscription Agreement; (iv) those required by
The Nasdaq Stock Market LLC, including with respect to obtaining approval of Issuer’s stockholders, and (v) the failure of
which to obtain would not be reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(h)           As of the date hereof, Issuer has not received any written communication from a governmental authority that alleges that Issuer
is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 


(i)            Assuming the accuracy of the Investor’s representations and warranties set forth in Section 6 of this Subscription
Agreement, no registration under the Securities Act of 1933, as amended (the “Securities Act”), is required for the
offer and sale of the Subscribed Notes by Issuer to the Investor and the issuance of the Underlying Shares (if any) to the Investor.


 


(j)            Neither Issuer nor any person acting on its behalf has offered or sold the Subscribed Notes by any form of general solicitation
or general advertising in violation of the Securities Act.


 


(k)           As of the date hereof, the issued and outstanding Class A ordinary shares of Issuer are registered pursuant to Section 12(b) of
the Exchange Act. Following the Domestication, the Common Stock is expected to be registered under the Exchange Act.


 


(l)            Issuer is not under any obligation to pay any broker’s fee or commission in connection with the sale of the Subscribed Notes
other than to the Placement Agents (as defined below).


 


6.             Investor Representations and Warranties. The Investor represents and warrants to Issuer that:


 


(a)           The Investor (i) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional
 “accredited investor” (within the meaning of 501(a)(1), (2), (3) or (7) under the Securities Act), in each case, satisfying
the applicable requirements set forth on Schedule A, (ii) is an “institutional account” (as defined in FINRA Rule 4512(c)),
(iii) is not an underwriter (as defined in Section 2(a)(11) of the Securities Act) and is aware that the sale is being made in reliance
on a private placement exemption from registration under the Securities Act and is acquiring the Subscribed Notes only for its own account
and not for the account of others, or if the Investor is subscribing for the Subscribed Notes as a fiduciary or agent for one or more
investor accounts, the Investor has full investment discretion with respect to each such account, and the full power and authority to
make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (iv) is not acquiring
the Subscribed Notes with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities
Act. The Investor is not an entity formed for the specific purpose of acquiring the Subscribed Notes. The Investor has completed Schedule
A following the signature page hereto and the information contained therein is accurate and complete. Accordingly, the Investor understands
that the offering meets the exemptions from filing under FINRA Rule 5123(b)(1)(C) or (J).


 






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(b)           The Investor is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment
risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities,
including its participation in the Transaction and (iii) has exercised independent judgment in evaluating its participation in the purchase
of the Subscribed Notes without reliance on Citigroup Global Markets Inc. (“Citi”) and Jefferies LLC (“Jefferies”)
or any of their respective affiliates (collectively, the “Placement Agents”). Accordingly, the Investor understands
that the offering meets (i) the exemptions from filing under FINRA Rule 5123(b)(1)(A) and (ii) the institutional customer exemption under
FINRA Rule 2111(b). The Investor has determined based on its own independent review and such professional advice as it deems appropriate
that the Investor’s purchase of the Subscribed Notes and participation in the Transaction (i) are fully consistent with its financial
needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions
applicable to it, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute
a default under the Investor’s charter, by-laws or other constituent document or under any law, rule, regulation, agreement or other
obligation by which it is bound and (v) are a fit, proper and suitable investment for the Investor, notwithstanding the substantial risks
inherent in investing in or holding the Subscribed Notes. The Investor is able to bear the substantial risks associated with its purchase
of the Subscribed Notes, including but not limited to loss of its entire investment therein.


 


(c)           The Investor acknowledges and agrees that the Subscribed Notes are being offered in a transaction not involving any public offering
within the meaning of the Securities Act, that the Subscribed Notes have not been registered under the Securities Act and that Issuer
is not required to register the Subscribed Notes except as set forth in Section 7 of this Subscription Agreement. The Investor
acknowledges and agrees that the Subscribed Notes may not be offered, resold, transferred, pledged or otherwise disposed of by the Investor
absent an effective registration statement under the Securities Act except (i) to Issuer or a subsidiary thereof, (ii) to non-U.S.
persons pursuant to offers and sales that occur outside the United States within the meaning of Regulation S under the Securities Act
or (iii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and, in each case, in
accordance with any applicable securities laws of the states of the United States and other applicable jurisdictions, and that any certificates
or book entry records representing the Subscribed Notes shall contain a restrictive legend to such effect. The Investor acknowledges and
agrees that the Subscribed Notes will be subject to these securities law transfer restrictions and, as a result of these transfer restrictions,
the Investor may not be able to readily offer, resell, transfer, pledge or otherwise dispose of the Subscribed Notes and may be required
to bear the financial risk of an investment in the Subscribed Notes for an indefinite period of time. The Investor acknowledges and agrees
that the Subscribed Notes will not be eligible for offer, resale, transfer, pledge or disposition pursuant to Rule 144 promulgated under
the Securities Act until at least one year from the date that the Company files a Current Report on Form 8-K following the Closing Date
that includes the “Form 10” information required under applicable SEC rules and regulations. The Investor shall not engage
in hedging transactions with regard to the Subscribed Notes unless in compliance with the Securities Act. The Investor acknowledges and
agrees that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, transfer,
pledge or disposition of any of the Subscribed Notes.


 


(d)           The Investor acknowledges and agrees that the Investor is purchasing the Subscribed Notes from Issuer. The Investor further acknowledges
that there have been no representations, warranties, covenants and agreements made to the Investor by or on behalf of Issuer, the Company,
the Placement Agents, any of their respective affiliates or any control persons, officers, directors, employees, agents or representatives
of any of the foregoing or any other person or entity, expressly or by implication, other than those representations, warranties, covenants
and agreements of Issuer expressly set forth in Section 5 of this Subscription Agreement.


 






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(e)           The Investor acknowledges and agrees that the Investor has received, reviewed and understood the offering materials made available
to it in connection with the Transaction, and has received and has had an adequate opportunity to review, such financial and other information
as the Investor deems necessary in order to make an investment decision with respect to the Subscribed Notes, including, with respect
to Issuer, the Transaction and the business of the Company and its subsidiaries. The Investor acknowledges that certain information received
was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and subject
to a wide variety of significant business, economic and competitive risks and uncertainties that could cause actual results to differ
materially from those contained in such projections. The Investor acknowledges that such information and projections were prepared without
the participation of the Placement Agents and that the Placement Agents do not assume responsibility for independent verification of,
or the accuracy or completeness of, such information or projections. Without limiting the generality of the foregoing, the Investor acknowledges
that it has reviewed Issuer’s filings with the SEC. The Investor acknowledges and agrees that each of the Investor and the Investor’s
professional advisor(s), if any, has conducted its own investigation of the Issuer, the Company and the Subscribed Notes and has not relied
on any statements or other information provided by the Placement Agents concerning the Issuer, the Company or the Subscribed Notes or
the offer and sale of the Subscribed Notes, (b) have had access to, and an adequate opportunity to review, financial and other information
as it deems necessary to make a decision to purchase the Subscribed Notes, (c) has been offered the opportunity to ask questions of the
Issuer and the Company and received answers thereto, including on the financial information, as it deemed necessary in connection with
its decision to purchase the Subscribed Notes; and (d) has made its own assessment and have satisfied itself concerning the relevant tax
and other economic considerations relevant to its investment in the Subscribed Notes. The Investor further acknowledges that the information
provided to it is preliminary and subject to change, and that any changes to such information, including, without limitation, any changes
based on updated information or changes in terms of the Transaction, shall in no way affect the Investor’s obligation to purchase
the Subscribed Notes hereunder.


 


(f)            The Investor became aware of this offering of the Subscribed Notes solely by means of direct contact between the Investor and Issuer,
the Company or a representative of Issuer or the Company, and the Subscribed Notes were offered to the Investor solely by direct contact
between the Investor and Issuer, the Company or a representative of Issuer or the Company. The Investor did not become aware of this offering
of the Subscribed Notes, nor were the Subscribed Notes offered to the Investor, by any other means. The Investor acknowledges that the
Subscribed Notes (i) were not offered by any form of general solicitation or general advertising and (ii) are not being offered
in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
The Investor acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any
person, firm or corporation (including, without limitation, the Issuer, the Company, the Placement Agents, any of their respective affiliates
or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing), other than the representations
and warranties of the Issuer contained in Section 5 of this Subscription Agreement, in making its investment or decision to invest
in the Issuer. The Investor is relying exclusively on its own sources of information, investment analysis and due diligence (including
professional advice that it deems appropriate) with respect to the Transaction, the Subscribed Notes and the business, condition (financial
and otherwise), management, operations, properties and prospects of the Company, including but not limited to all business, legal, regulatory,
accounting, credit and tax matters. Based on such information as the Investor has deemed appropriate and without reliance upon the Placement
Agents, the Investor has independently made its own analysis and decision to enter into the Transaction.


 


(g)           The Investor acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Subscribed
Notes, including those set forth in Issuer’s filings with the SEC. The Investor has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Notes, and the Investor has sought
such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment decision. The Investor is
able to fend for itself in the transactions contemplated herein, has exercised its independent judgment in evaluating its investment in
the Subscribed Notes, is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment
risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities,
and the Investor has sought such accounting, legal and tax advice as the Investor has considered necessary to make an informed investment
decision. The Investor acknowledges that Investor shall be responsible for any of the Investor’s tax liabilities that may arise
as a result of the transactions contemplated by this Subscription Agreement, and that neither Issuer nor the Company has provided any
tax advice or any other representation or guarantee regarding the tax consequences of the transactions contemplated by the Subscription
Agreement.


 






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(h)           Alone, or together with any professional advisor(s), the Investor has been furnished with all materials that it considers relevant
to an investment in the Subscribed Notes, has had a full opportunity to ask questions of and receive answers from Issuer or any person
or persons acting on behalf of Issuer concerning the terms and conditions of an investment in the Subscribed Notes, has adequately analyzed
and fully considered the risks of an investment in the Subscribed Notes and determined that the Subscribed Notes are a suitable investment
for the Investor and that the Investor is able at this time and in the foreseeable future to bear the economic risk of a total loss of
the Investor’s investment in Issuer. The Investor acknowledges specifically that a possibility of total loss exists.


 


(i)            In making its decision to purchase the Subscribed Notes, the Investor has relied solely upon independent investigation made by
the Investor and the representations and warranties of Issuer in Section 5. Without limiting the generality of the foregoing, the
Investor has not relied on any statements or other information provided by or on behalf of the Placement Agents or any of their respective
affiliates or any control persons, officers, directors, employees, agents or representatives of any of the foregoing concerning Issuer,
the Company, the Transaction, the Transaction Agreement, this Subscription Agreement or the transactions contemplated hereby or thereby,
the Subscribed Notes or the offer and sale of the Subscribed Notes.


 


(j)            The Investor acknowledges and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of
the Subscribed Notes or made any findings or determination as to the fairness of this investment.


 


(k)           The Investor has been duly formed or incorporated and is validly existing and is in good standing under the laws of its jurisdiction
of formation or incorporation, with power and authority to enter into, deliver and perform its obligations under this Subscription Agreement.


 


(l)            The execution, delivery and performance by the Investor of this Subscription Agreement are within the powers of the Investor, have
been duly authorized and will not constitute or result in a breach or default under or conflict with any order, ruling or regulation of
any court or other tribunal or of any governmental commission or agency, or any agreement or other undertaking, to which the Investor
is a party or by which the Investor is bound, and will not violate any provisions of the Investor’s organizational documents, including,
without limitation, its incorporation or formation papers, bylaws, indenture of trust or partnership or operating agreement, as may be
applicable. The signature of the Investor on this Subscription Agreement is genuine, and the signatory has legal competence and capacity
to execute the same or the signatory has been duly authorized to execute the same, and, assuming that this Subscription Agreement constitutes
the valid and binding agreement of Issuer, this Subscription Agreement constitutes a legal, valid and binding obligation of the Investor,
enforceable against the Investor in accordance with its terms except as may be limited or otherwise affected by (i) bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles
of equity, whether considered at law or equity.


 


(m)          Neither the Investor nor any of its officers, directors, managers, managing members, general partners or any other person acting
in a similar capacity or carrying out a similar function, is (i) a person named on the Specially Designated Nationals and Blocked
Persons List, the Foreign Sanctions Evaders List, the Sectoral Sanctions Identification List, or any other similar list of sanctioned
persons administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), or any similar
list of sanctioned persons administered by the European Union or any individual European Union member state, including the United Kingdom
(collectively, “Sanctions Lists”); (ii) directly or indirectly owned or controlled by, or acting on behalf of,
one or more persons on a Sanctions List; (iii) organized, incorporated, established, located in, or a citizen, national, or the government,
including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, Venezuela, the Crimea region
of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, the European
Union or any individual European Union member state, including the United Kingdom; (iv) a Designated National as defined in the Cuban
Assets Control Regulations, 31 C.F.R. Part 515; or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S.
shell bank (collectively, a “Prohibited Investor”). The Investor represents that if it is a financial institution subject
to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.) (the “BSA”), as amended by the USA PATRIOT Act of 2001
(the “PATRIOT Act”), and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that
the Investor maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The
Investor also represents that it maintains policies and procedures reasonably designed to ensure compliance with sanctions administered
by the United States, the European Union, or any individual European Union member state, including the United Kingdom, to the extent applicable
to it. The Investor further represents that the funds held by the Investor and used to purchase the Subscribed Notes were legally derived
and were not obtained, directly or indirectly, from a Prohibited Investor.


 






    7


     


    

 


(n)           If the Investor is or is acting on behalf of (i) an employee benefit plan that is subject to Title I of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”), (ii) a plan, an individual retirement account or
other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”),
(iii) an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement
described in clauses (i) and (ii) (each, an “ERISA Plan”), or (iv) an employee benefit plan that is a governmental
plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described
in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing clauses (i), (ii) or (iii) but may be subject
to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are similar to such provisions of ERISA
or the Code (collectively, “Similar Laws,” and together with ERISA Plans, “Plans”), the Investor
represents and warrants that (A) neither Issuer nor any of its affiliates has provided investment advice or has otherwise acted as
the Plan’s fiduciary, with respect to its decision to acquire and hold the Subscribed Notes, and none of the parties to the Transaction
is or shall at any time be the Plan’s fiduciary with respect to any decision in connection with the Investor’s investment
in the Subscribed Notes; and (B) its purchase of the Subscribed Notes will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code, or any applicable Similar Law.


 


(o)           No disclosure or offering document has been prepared by the Placement Agents or any of their respective affiliates in connection
with the offer and sale of the Subscribed Notes.


 


(p)           In connection with the issue and purchase of the Subscribed Notes, the Placement Agents have not acted as the undersigned’s
financial advisor or fiduciary. The Investor acknowledges that neither the Placement Agents, nor any of its affiliates nor any control
persons, officers, directors, employees, partners, agents or representatives of any of the foregoing have made any independent investigation
with respect to the Issuer, the Company or its subsidiaries or any of their respective businesses, or the Subscribed Notes or the accuracy,
completeness or adequacy of any information supplied to the Investor by the Issuer.


 


(q)           None of the Placement Agents, nor any of their respective affiliates, nor any control persons, officers, directors, employees,
agents or representatives of any of the foregoing has (a) made and will not make any representation or warranty, whether express or implied,
of any kind or character and has not provided any advice or recommendation in connection with the Transaction, (b) made any independent
investigation with respect to Issuer, the Company or its subsidiaries or any of their respective businesses, or the Subscribed Notes or
the accuracy, completeness or adequacy of any information supplied to the Investor by Issuer, (c) any responsibility with respect to (i)
any representations, warranties or agreements made by any person or entity under or in connection with the Transaction or any of the documents
furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person)
or any thereof, or (ii) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning
the Company or the Transaction, and (d) any liability or obligation (including without limitation, for or with respect to any losses,
claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by the Investors, Issuer,
the Company or any other person or entity), whether in contract, tort or otherwise, to the Investor, or to any person claiming through
the Investor, in respect of the Transaction.


 


(r)            In connection with the issue and purchase of the Subscribed Notes, the Placement Agents are acting solely as placement agents to
the Issuer in connection with the Transaction, and none of the Placement Agents, nor any of their respective affiliates, are acting as
an underwriter or in any other capacity and is not and shall not be construed as a financial advisor or fiduciary for the Investor, the
Issuer, the Company or any other person or entity in connection with the Transaction.


 


(s)           The Investor acknowledges that the Placement Agents have not acted as the Investor’s financial advisor or fiduciary in connection
with the Subscription and this Subscription Agreement. The Investor is aware that Citi is acting as a Placement Agent and is also acting
as financial advisor to the Company in connection with the Transaction.


 






    8


     


    

 


(t)            The Investor has or has commitments to have and, when required to deliver payment to Issuer pursuant to Section 2 above,
will have, sufficient funds to pay the Purchase Price and consummate the purchase and sale of the Subscribed Notes pursuant to this Subscription
Agreement.


 


(u)           The Investor acknowledges that the Placement Agents may have acquired, or may acquire, non-public information with respect to Issuer,
which the Investor agrees need not be provided to it.


 


7.             Registration Rights. On the Closing Date, Issuer and Investor shall execute the registration rights agreement, in substantially
the form attached as Exhibit C to the Transaction Agreement (the “Registration Rights Agreement”), pursuant
to which Issuer shall agree to register the Underlying Shares in accordance with the terms provided therein. Upon execution and delivery
of the Registration Rights Agreement by the Investor, Investor shall have the rights of a “Holder” therein and all of the
Underlying Shares shall constitute “Registrable Securities” under the Registration Rights Agreement. None of Issuer or any
of its affiliates shall have any obligation to provide registration rights with respect to the Subscribed Notes.


 


8.             Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights
and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon
the earliest to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms without being
consummated, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) if
the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied, or are not capable of being
satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not
be or are not consummated at the Closing and (iv) the Agreement End Date (as defined in the Transaction Agreement and as it may be extended
as described therein) if the Closing has not occurred by such date; provided that nothing herein will relieve any party from liability
for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to
recover losses, liabilities or damages arising from any such willful breach. Issuer shall notify the Investor of the termination of the
Transaction Agreement promptly after the termination of such agreement. Upon the termination of this Subscription Agreement in accordance
with this Section 8, any monies paid by the Investor to Issuer in connection herewith shall be promptly (and in any event
within one business day after such termination) returned to the Investor.


 


9.             Investor Covenant. Investor hereby agrees that, from the date of this Subscription Agreement, none of Investor, its controlled
affiliates, or any person or entity acting on behalf of Investor or any of its controlled affiliates or pursuant to any understanding
with Investor or any of its controlled affiliates will engage in any Short Sales with respect to securities of Issuer prior to the Closing
Date. For purposes of this Section 9, “Short Sales” shall include, without limitation, all “short sales” as defined
in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of direct and indirect stock pledges (other than pledges
in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar
arrangements (including on a total return basis), and sales and other transactions through non-U.S. broker dealers or foreign regulated
brokers. Notwithstanding the foregoing, (i) nothing herein shall prohibit other entities under common management with Investor that have
no knowledge of this Subscription Agreement or of Investor’s participation in the Transaction (including Investor’s controlled
affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of an Investor that is a multi-managed investment
vehicle whereby separate portfolio managers manage separate portions of such Investor’s assets and the portfolio managers have no
knowledge of the investment decisions made by the portfolio managers managing other portions of such Investor’s assets, the covenant
set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision
to purchase the Subscribed Notes covered by this Subscription Agreement.


 


10.           Trust Account Waiver. The Investor acknowledges that Issuer is a blank check company with the powers and privileges to effect
a merger, asset acquisition, reorganization or similar business combination involving Issuer and one or more businesses or assets. The
Investor further acknowledges that, as described in Issuer’s prospectus relating to its initial public offering dated July 27, 2020
(the “IPO Prospectus”) available at www.sec.gov, substantially all of Issuer’s assets consist of the cash proceeds
of Issuer’s initial public offering and private placement of its securities, and substantially all of those proceeds have been deposited
in a trust account (the “Trust Account”) for the benefit of Issuer, its public shareholders and the underwriter of
Issuer’s initial public offering. Except with respect to interest earned on the funds held in the Trust Account that may be released
to Issuer to pay its tax obligations, if any, the cash in the Trust Account may be disbursed only for the purposes set forth in the IPO
Prospectus. For and in consideration of Issuer entering into this Subscription Agreement, the receipt and sufficiency of which are hereby
acknowledged, the Investor hereby irrevocably waives any and all right, title and interest, or any claim of any kind it has or may have
in the future, in or to any monies held in the Trust Account, and irrevocably agrees not to seek recourse against the Trust Account as
a result of, or arising out of, this Subscription Agreement. Investor agrees and acknowledges that such irrevocable waiver is material
to this Subscription Agreement and specifically relied upon by Issuer and its affiliates to induce Issuer to enter in this Subscription
Agreement, and each such party further intends and understands such waiver to be valid, binding and enforceable against the Investor and
its affiliates under applicable law. To the extent Investor commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to Issuer or its affiliates, which proceeding seeks, in whole or in part, monetary relief against
Issuer or its affiliates, the Investor hereby acknowledges and agrees that the Investor’s sole remedy shall be against funds held
outside of the Trust Account and that such claim shall not permit the Investor (or any person claiming on any of their behalves or in
lieu of any of the Investor) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained
therein and in the event of any action or proceeding based upon, in connection with, relating to or arising out of any matter relating
to Issuer or its affiliates, which proceeding seeks, in whole or in part, relief against the Trust Account (including any distributions
therefrom) in violation of this Subscription Agreement, Issuer shall be entitled to recover from the Investor and its affiliates, the
associated legal fees and costs in connection with any such action, in the event Issuer or its affiliates, as applicable, prevails in
such action or proceeding. Notwithstanding any else in this Section 10, nothing herein shall be deemed to limit the Investor’s
right, title, interest or claim to the Trust Account by virtue of the Investor’s record or beneficial ownership of any equity interests
in Issuer acquired by any means other than pursuant to this Subscription Agreement.


 






    9


     


    

 


11.           Miscellaneous.


 


(a)           Neither this Subscription Agreement nor any rights that may accrue to the Investor hereunder (other than the Subscribed Notes acquired
hereunder, if any) may be transferred or assigned; provided that the Investor may assign its rights and obligations under this
Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment
manager who acts on behalf of the Investor or an affiliate thereof); provided further that no such assignment shall relieve the
Investor of its obligations hereunder.


 


(b)           Issuer may request from the Investor such additional information as Issuer may deem necessary to evaluate the eligibility of the
Investor to acquire the Subscribed Notes and in connection with the inclusion of the Registrable Securities in the Registration Statement,
and the Investor shall provide such information as may reasonably be requested. The Investor acknowledges that Issuer may file a copy
of this Subscription Agreement with the SEC as an exhibit to a current or periodic report or a registration statement of Issuer.


 


(c)           The Investor acknowledges that Issuer and the Placement Agents (as third party beneficiaries with the right to enforce Section
4, Section 5, Section 6, Section 10, and Section 11 hereof on their own behalf and not, for the avoidance
of doubt, on behalf of Issuer) will rely on the acknowledgments, understandings, agreements, representations and warranties of the Investor
contained in this Subscription Agreement. Prior to the Closing, the Investor agrees to promptly notify Issuer and the Placement Agents
if any of the acknowledgments, understandings, agreements, representations and warranties of the Investor set forth herein are no longer
accurate. The Investor acknowledges and agrees that each purchase by the Investor of Subscribed Notes from Issuer will constitute a reaffirmation
of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notification) by the
Investor as of the time of such purchase.


 


(d)           Issuer, the Placement Agents and the Investor are each entitled to rely upon this Subscription Agreement and each is irrevocably
authorized to produce this Subscription Agreement or a copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.


 






    10


     


    

 


(e)           All of the representations and warranties contained in this Subscription Agreement shall survive the Closing. All of the covenants
and agreements made by each party hereto in this Subscription Agreement shall survive the Closing until the applicable statute of limitations
or in accordance with their respective terms, if a shorter period.


 


(f)            This Subscription Agreement may not be modified, waived or terminated (other than pursuant to the terms of Section 8
above) except by an instrument in writing, signed by each of the parties hereto. No failure or delay of either party in exercising any
right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise
thereof or the exercise of any other right or power. The rights and remedies of the parties and third party beneficiaries hereunder are
cumulative and are not exclusive of any rights or remedies that they would otherwise have hereunder.


 


(g)           This Subscription Agreement (including the schedule hereto) constitutes the entire agreement, and supersedes all other prior agreements,
understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof. Except
as set forth in Section 11(c) with respect to the persons referenced therein, this Subscription Agreement shall not confer
any rights or remedies upon any person other than the parties hereto, and their respective successor and assigns.


 


(h)           Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties
hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations,
warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors,
administrators, successors, legal representatives and permitted assigns.


 


(i)            If any provision of this Subscription Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, illegal
or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any
way be affected or impaired thereby and shall continue in full force and effect.


 


(j)            This Subscription Agreement may be executed in one or more counterparts (including by electronic mail or in .pdf) and by different
parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed
and delivered shall be construed together and shall constitute one and the same agreement.


 


(k)           The parties hereto acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Subscription
Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties
shall be entitled to an injunction or injunctions to prevent breaches of this Subscription Agreement, without posting a bond or undertaking
and without proof of damages, to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition
to any other remedy to which such party is entitled at law, in equity, in contract, in tort or otherwise. The parties hereto acknowledge
and agree that the Company shall be entitled to specifically enforce the Investor’s obligations to fund the Purchase Price and the
provisions of the Subscription Agreement of which the Company is an express third party beneficiary, in each case, on the terms and subject
to the conditions set forth herein.


 


(l)            THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK (OR, TO THE EXTENT SUCH
COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE SUPERIOR COURT OF THE STATE OF NEW YORK, OR THE UNITED STATES DISTRICT COURT FOR
THE DISTRICT OF NEW YORK) SOLELY IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SUBSCRIPTION AGREEMENT AND
THE DOCUMENTS REFERRED TO IN THIS SUBSCRIPTION AGREEMENT AND IN RESPECT OF THE TRANSACTIONS CONTEMPLATED HEREBY, AND HEREBY WAIVE, AND
AGREE NOT TO ASSERT, AS A DEFENSE IN ANY ACTION, SUIT OR PROCEEDING FOR INTERPRETATION OR ENFORCEMENT HEREOF OR ANY SUCH DOCUMENT THAT
IS NOT SUBJECT THERETO OR THAT SUCH ACTION, SUIT OR PROCEEDING MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SAID COURTS OR THAT VENUE
THEREOF MAY NOT BE APPROPRIATE OR THAT THIS SUBSCRIPTION AGREEMENT OR ANY SUCH DOCUMENT MAY NOT BE ENFORCED IN OR BY SUCH COURTS, AND
THE PARTIES HERETO IRREVOCABLY AGREE THAT ALL CLAIMS WITH RESPECT TO SUCH ACTION, SUIT OR PROCEEDING SHALL BE HEARD AND DETERMINED BY
SUCH A NEW YORK STATE OR FEDERAL COURT. THE PARTIES HEREBY CONSENT TO AND GRANT ANY SUCH COURT JURISDICTION OVER THE PERSON OF SUCH PARTIES
AND OVER THE SUBJECT MATTER OF SUCH DISPUTE AND AGREE THAT MAILING OF PROCESS OR OTHER PAPERS IN CONNECTION WITH SUCH ACTION, SUIT OR
PROCEEDING IN THE MANNER PROVIDED IN THIS SECTION 11(l) OF THIS SUBSCRIPTION AGREEMENT OR IN SUCH OTHER MANNER AS MAY BE PERMITTED
BY LAW SHALL BE VALID AND SUFFICIENT SERVICE THEREOF. THIS SUBSCRIPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD OTHERWISE REQUIRED THE APPLICATION
OF THE LAW OF ANY OTHER STATE.


 






    11


     


    

 


(m)          EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY 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 SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION 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) SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF THE FOREGOING WAIVER; (III) SUCH PARTY MAKES THE FOREGOING WAIVER VOLUNTARILY; AND (IV) SUCH PARTY HAS BEEN INDUCED TO ENTER
INTO THIS SUBSCRIPTION AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 11(m).


 


12.           Non-Reliance and Exculpation. The Investor acknowledges that it is not relying upon, and has not relied upon, any statement,
representation or warranty made by any person, firm or corporation (including, without limitation, the Placement Agents, any of their
respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing),
other than the statements, representations and warranties of Issuer expressly contained in Section 5 of this Subscription
Agreement, in making its investment or decision to invest in Issuer. The Investor acknowledges and agrees that none of (i) any other investor
pursuant to this Subscription Agreement or any Other Subscription Agreement (including the Investor’s affiliates or any control
persons, officers, directors, employees, partners, agents or representatives of any of the foregoing) or (ii) the Placement Agents, their
respective affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing,
shall have any liability to the Investor or to any other Investor pursuant to, arising out of or relating to this Subscription Agreement
or any Other Subscription Agreement, the negotiation hereof or thereof or its subject matter, or the transactions contemplated hereby
or thereby, including, without limitation, with respect to any action heretofore or hereafter taken or omitted to be taken by any of them
in connection with the purchase of the Subscribed Notes or with respect to any claim (whether in tort, contract or otherwise) for breach
of this Subscription Agreement or in respect of any written or oral representations made or alleged to be made in connection herewith,
as expressly provided herein, or for any actual or alleged inaccuracies, misstatements or omissions with respect to any information or
materials of any kind furnished by the Issuer, the Company, the Placement Agents or any Non-Party Affiliate (as defined below) concerning
the Issuer, the Company, the Placement Agents, any of their respective controlled affiliates, this Subscription Agreement or the transactions
contemplated hereby. For purposes of this Subscription Agreement, “Non-Party Affiliates” means each former, current or future
officer, director, employee, partner, member, manager, direct or indirect equityholder or affiliate of the Issuer, the Company, any Placement
Agent or any of the Issuer’s, the Company’s or the Placement Agents’ controlled affiliates or any family member of the
foregoing. The Investor agrees that none of the Placement Agents shall be liable to it (including in contract, tort, under federal or
state securities laws or otherwise) for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with
the sale of Subscribed Notes pursuant to this Subscription Agreement. On behalf of the Investor and its affiliates, the Investor releases
the Placement Agents in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses
or disbursements related to the sale of Subscribed Notes pursuant to this Subscription Agreement. The Investor agrees not to commence
any litigation or bring any claim against any of the Placement Agents in any court or any other forum which relates to, may arise out
of, or is in connection with, the sale of Subscribed Notes pursuant to this Subscription Agreement. This undertaking is given freely and
after obtaining independent legal advice.


 






    12


     


    

 


13.           Press Releases. All press releases or other public communications relating to the transactions contemplated hereby between
Issuer and the Investor, and the method of the release for publication thereof, shall prior to the Closing be subject to the prior approval
of Issuer. Notwithstanding the foregoing, Issuer shall be permitted to disclose in such press release or public communication references
the Investor or its affiliates or investment advisers by name. The restriction in this Section 13 shall not apply to the extent
the public announcement is required by applicable securities law, any governmental authority or stock exchange rule; provided,
that in such an event, the applicable party shall use its commercially reasonable efforts to consult with the other party in advance as
to its form, content and timing.


 


14.           Notices. All notices and other communications among the parties shall be in writing and shall be deemed to have been duly
given (i) when delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service,
or (iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated reply,
such as an out-of-office notification), addressed as follows:


 


If to the Investor, to the address provided on
the Investor’s signature page hereto.


 


If to Issuer, to:


 


	 	ACE Convergence Acquisition Corp.
	 	1013 Centre Road, Suite 403S
	 	Wilmington, DE 19805
	 	Attention:	Behrooz Abdi
	 	Email:	behrooz@acev.io




 


with copies to (which shall not constitute notice), to:


 


	 	Skadden, Arps, Slate, Meagher & Flom LLP
	 	525 University Avenue, Suite 1400
	 	Palo Alto, California 94301
	 	Attention:	Michael Mies
	 	Email:	michael.mies@skadden.com




 


and


 


 


If to the Company, to:


 


	 	Tempo Automation, Inc.
	 	2460 Alameda St.
	 	San Francisco, CA 94103
	 	Attention:	Ryan Benton
	 	Email:	rbenton@tempoautomation.com





 


and


 


	 	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




 


or to such other
address or addresses as the parties may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute
notice.


 


 


[SIGNATURE PAGES FOLLOW]


 






    13


     


    

 





IN WITNESS WHEREOF, the Investor has executed
or caused this Subscription Agreement to be executed by its duly authorized representative as of the date set forth below.


 


	Name of Investor:	 	State/Country of Formation or Domicile:
	 	 	 
	By:  	 	 	 
	Name: 	 	 	 
	Title: 	 	 	 
	 	 	 
	Name in which Subscribed Notes are to be registered (if different):	 	Date: __________, 2021
	 	 	 
	Investor’s EIN:	 	 
	 	 	 
	Business Address-Street:	 	Mailing Address-Street (if different):
	 	 	 
	City, State, Zip:	 	City, State, Zip:
	 	 	 
	Attn: 	                   	 	Attn: 	                
	 	 	 
	Telephone No.:	 	Telephone No.:
	Facsimile No.:	 	Facsimile No.:
	 	 	 
	Aggregate Principal Amount of Subscribed Notes subscribed for: _____________	 	 
	 	 	 


 


You must pay the Purchase Price by wire transfer
of United States dollars in immediately available funds to the account specified by Issuer in the Closing Notice.


 


 


[Signature Page to Subscription
Agreement]


 






    


     


    

 





IN WITNESS WHEREOF, Issuer has accepted this Subscription
Agreement as of the date set forth below.


 


	 	ACE CONVERGENCE ACQUISITION CORP.
	 	 
	 	By:	 
	 	 	Name: Behrooz Abdi
	 	 	Title: Chief Executive Officer




 


Date:  October 13, 2021


 


 


[Signature Page to Subscription
Agreement]


 






    


     


    

 





SCHEDULE A


 


ELIGIBILITY REPRESENTATIONS OF THE INVESTOR


 


		A.	QUALIFIED INSTITUTIONAL BUYER STATUS

(Please check the applicable subparagraphs):



 


		 ̈	We are a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act).



 


		B.	INSTITUTIONAL ACCREDITED INVESTOR STATUS

(Please check the applicable subparagraphs):



 


		1.	 ̈ We are an “accredited investor”
                                                           (within the meaning of Rule 501(a) under the Securities Act) or an entity in which all of the equity holders are accredited
                                                           investors within the meaning of Rule 501(a) under the Securities Act, and have marked and initialed the appropriate box on the
                                                           following page indicating the provision under which we qualify as an “accredited investor.”



 


		2.	 ̈ We are not a natural person.



 


Rule 501(a), in relevant part, states that an “accredited
investor” shall mean any person who comes within any of the below listed categories, or who the issuer reasonably believes comes
within any of the below listed categories, at the time of the sale of the securities to that person. The Investor has indicated, by marking
and initialing the appropriate box below, the provision(s) below which apply to the Investor and under which the Investor accordingly
qualifies as an “accredited investor.”


 


		 ̈	Any bank, registered broker or dealer, insurance company, registered investment company, business development company, or small business
investment company;



 


		 ̈	Any plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000;



 


		 ̈	Any employee benefit plan, within the meaning of the Employee Retirement Income Security Act of 1974, if a bank, insurance company,
or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5,000,000;



 


		 ̈	Any organization described in Section 501(c)(3) of the Internal Revenue Code, corporation, similar business trust, or partnership,
not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;



 


		 ̈	Any trust with assets in excess of $5,000,000, not formed to acquire the securities offered, whose purchase is directed by a sophisticated
person; or



 


		 ̈	Any entity in which all of the equity owners are accredited investors meeting one or more of the above tests.



 


This page should be completed by the Investor

and constitutes a part of the Subscription Agreement.


 


 


[Schedule A to Subscription
Agreement]


 






    


     


    

 





Exhibit A


 


CONVERTIBLE NOTES TERM SHEET


 


The terms set out in this term sheet are non-binding and remain subject
to due diligence and internal approval and review by legal, tax and other professional advisers. This term sheet is subject to negotiation
and execution of definitive legal documentation reflecting its terms. This term sheet does not constitute or imply any offer or commitment
on the part of any party.


 


	Issuer	ACE Convergence Acquisition Corp. (the “Company”), to be domesticated into a Delaware corporation in connection with its initial business combination (the “Business Combination”) with Tempo Automation Inc. (“Tempo”). 
	Security	
    The Company’s 12.00% Convertible Senior Notes due 2025 (the “Notes”),
    guaranteed by each of the Guarantors listed below (the “Guarantees”).

     

    The Notes will be issued under an indenture reflecting the terms set
    forth in this term sheet and other customary terms to be mutually agreed among the investors and the Company and subject to the Indenture
    Precedent (the “Indenture”). The Company will appoint a trustee in its reasonable discretion.

     

    The Indenture will not permit issuances of additional notes unless
    with the majority consent of the Noteholders.

	Guarantors	Each direct or indirect current and future U.S. domestic subsidiary of the Company (collectively, the “Guarantors”).
	Ranking	The Notes, the Guarantees and all obligations with respect thereto will be senior unsecured obligations and rank pari passu in right of payment with all of the Company’s and each Guarantor’s existing and future senior obligations, including up to $150 million of term loans arranged by Structural Capital and SQN Venture Partners (which will be effectively senior to the notes to the extent of the value of the collateral securing the term loans), as may be amended from time to time, or one or a series of senior debt financings which may serve to replace such arrangement after the date hereof and on or prior to the Closing Date.
	Amount	Up to $75 million.
	Documentation / Indenture Precedent	
    The Indenture will reflect standard terms for public company senior
    unsecured convertible note transactions that incorporate review from the accounting, trustee, DTC clearing, 144A eligibility and stock
    exchange perspectives, among other inputs for public company issuers following a de-SPAC merger. The Indenture will be based on and substantially
    conform to the Indenture Precedent, with the modifications necessary to reflect the terms set forth herein.

     

    “Indenture Precedent” means the following indenture:

    https://www.sec.gov/Archives/edgar/data/0001762322/000121390021030359/ea141914ex4-1_shifttech.htm

	Underlying Shares	Common stock, $0.0001 par value, of the Company following its domestication into a Delaware corporation immediately prior to the Business Combination.



 






    


     


    

 


	Term	3 Years.
	Interest	9.00% cash interest and 3.00% additional PIK interest, payable semiannually in arrears. 1.00% default rate increase upon the occurrence and during the continuance of an event of default under the Indenture.
	Conversion Price (into Common Stock)	$11.50 (conversion rate 86.9565), subject to adjustment.
	Conversion Settlement	Conversion may be settled in cash, stock, or any combination of cash and stock at the Company’s election, based on a 40-trading day observation period for cash or combination settlement. The default settlement method will initially be physical settlement, which may be changed by the Company with prior notice to holders.
	Funding Date	The closing of the issuance and sale of the Notes will occur substantially contemporaneously with the closing of the Business Combination.
	Automatic Conversion	If the Company’s common
    stock is trading greater than $15.00 for 20 trading days within any 30-day period after the date of issuance, the Notes will
    automatically convert.  For the avoidance of doubt, any automatic conversion of the Notes will constitute a
    “Make-Whole Fundamental Change” under the Indenture.
	Redemption Rights	At the end of the Term.
	Voting Rights	None.
	Registration Rights	The Notes will not be registered. However, following the completion of the Business Combination, the underlying shares will have the same registration rights as those provided to in the amended and restated registration rights agreement to be entered into in connection with the Business Combination (the “Resale Registration Rights Agreement”).
	Anti-Dilution Adjustments	Standard customary adjustments for convertible notes sold in underwritten Rule 144A offerings for the following events: stock splits (including stock dividends) and combinations, rights offerings, distributions of property (including spin-off transactions), cash dividends, and above-market tender offers, and otherwise to be consistent with the Indenture Precedent.
	Covenants/ Events of Default	Customary covenants for senior unsecured convertible notes indentures of this type consistent with the Indenture Precedent.  Events of default will be customary, taking into account the Indenture Precedent.
	Use of Proceeds	The Company will use the proceeds
    of the Notes, together with the cash proceeds from the substantially concurrent issuance of the Company’s common stock and
    funds from the trust account containing the proceeds of the Company’s initial public offering and from certain private placements,
    (i) to fund the cash consideration for the acquisition of Compass AC (as defined in the Transaction Agreement) and Whizz (as defined
    in the Transaction Agreement), (ii) to pay related fees and expenses and (iii) for general corporate purposes, including by means
    of contributions to the Company’s direct or indirect subsidiaries for such general corporate purposes.
	Other Protective Rights	Most favored nations protection for securities issued by the Company or Tempo from the subscription date until Funding Date



 






    


     


    

 


	Naming Rights	The subscription agreements for the Notes will give the Company and Tempo the right to disclose publicly the names of the investors subscribing to the Notes
	Fundamental Change 	In the event of a “Fundamental Change” prior to the maturity date, holders of Notes may either convert their Notes (with a customary grid-based “make-whole” adjustment to the conversion rate) or cause the Notes to be redeemed for a cash amount equal to par, plus the accrued and unpaid interest, if any, with such terms consistent with the Indenture Precedent.
	Funding Condition	To be set forth in the Notes subscription agreement and be substantially the same as provided to common stock PIPE investors
	Transferability; DTC Eligibility	
    The Notes will be freely transferrable pursuant Rule 144A. The Notes
    will be assigned a CUSIP that is DTC eligible, and purchases of the Notes on the Closing Date will be delivered through the facilities
    of DTC, in each case subject to confirmation of DTC/144A eligibility requirements as noted above.

     

    Shares issued in exchange for Notes will bear customary restrictive
    legends limiting their transfer in compliance with the Securities Act. These shares will otherwise be fungible with the other shares of
    common stock and, if permitted, DTC eligible. The Company will use commercially reasonable efforts to cause the restrictive legends to
    be removed on a timely basis in connection with sales of the shares underlying the Notes.

	Governing Law	
    Each of the Indenture, the Notes, the subscription agreement and the
    Resale Registration Rights Agreement is to be construed in accordance with and governed by the internal laws of the State of New York
    without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal
    laws of the State of New York to the rights and duties of the parties.

     

    All disputes and controversies arising out of or in connection with
    the Indenture, the Notes, the subscription agreement and the Resale Registration Rights Agreement shall be resolved exclusively by the
    state or federal courts located in New York County in the State of New York, and each party hereto agrees to submit to the jurisdiction
    of said courts and agrees that venue shall lie exclusively with such courts.

	Expenses	The Company shall reimburse the documented out of pocket legal fees and expenses incurred by the investors in an amount not to exceed $250,000 for all investors in the aggregate (with each investor to receive its pro rata portion), at the Closing Date.