Exhibit 10.3


 



LOCK-UP AGREEMENT


 


THIS LOCK-UP AGREEMENT (this
 “Agreement”), dated as of November 22, 2022, is made and entered into by and among Tempo Automation Holdings, Inc.,
a Delaware corporation (the “Company”) (formerly known as ACE Convergence Acquisition Corp., a Cayman Islands
exempted company limited by shares prior to its domestication as a Delaware corporation), and the Persons set forth on Schedule I
hereto (such stockholders, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 2
or Section 8 of this Agreement, the “Securityholders” and each, a “Securityholder”).


 


WHEREAS,
the Company, ACE Convergence Subsidiary Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger
Sub”), and Tempo Automation, Inc., a Delaware corporation (“Legacy Tempo”), entered into
that certain Amended and Restated Agreement and Plan of Merger (as amended or modified from time to time, the “Merger Agreement”;
capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement), dated
as of August 12, 2022, as amended on September 7, 2022, and September 23, 2022, pursuant to which, among other things,
on the date hereof Merger Sub will merge with and into Legacy Tempo, with Legacy Tempo continuing on as the surviving entity (the “Surviving
Corporation”) and a wholly owned subsidiary of the Company, on the terms and conditions set forth therein (the “Merger”);


 


WHEREAS,
upon closing of the Merger, each of the Securityholders will own equity interests in the Company; and


 


WHEREAS,
in connection with the Merger, the parties hereto wish to set forth herein certain understandings between such parties with respect to
restrictions on transfer of equity interests in the Company.


 


NOW,
THEREFORE, the parties agree as follows:


 


1.            Subject
to the exceptions set forth herein, each Securityholder agrees not to, without the prior written consent of the board of directors of
the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option, right or warrant to purchase
or otherwise transfer, dispose of or agree to transfer or dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission
promulgated thereunder, any shares of Domesticated Acquiror Common Stock held by it immediately after the effective time of the Merger,
any shares of Domesticated Acquiror Common Stock issuable upon the exercise of options to purchase shares of Domesticated Acquiror Common
Stock held by it immediately after the effective time of the Merger, or any securities convertible into or exercisable or exchangeable
for Domesticated Acquiror Common Stock held by it immediately after the effective time of the Merger (the “Lock-up 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 of the Lock-up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise
or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified
in clauses (i)-(iii), collectively, “Transfer”) until the date that is 365 days after the Closing date of the
Merger (the “Lock-Up Period”), subject to the early release provisions set forth in Section 4 below.


 


2.            The
restrictions set forth in Section 1 shall not apply to:


 


		(i)	in the case of an entity, Transfers (A) to another entity that is an affiliate (as defined in Rule 405
promulgated under the Securities Act of 1933, as amended) of the undersigned, or to any investment fund or other entity controlling, controlled
by, managing or managed by or under common control with the undersigned or affiliates of the undersigned or who shares a common investment
advisor with the undersigned or (B) as part of a distribution to members, partners, shareholders or equity holders of the undersigned;



 






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		(ii)	in the case of an individual, Transfers by gift to members of the individual’s immediate family
(as defined below) or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate
of such person or to a charitable organization;



 


		(iii)	in the case of an individual, Transfers by virtue of laws of descent and distribution upon death of the
individual;



 


		(iv)	in the case of an individual, Transfers by operation of law or pursuant to a court order, such as a qualified
domestic relations order, divorce decree or separation agreement;



 


		(v)	in the case of an individual, Transfers to a partnership, limited liability company or other entity of
which the undersigned and/or the immediate family (as defined below) of the undersigned are the legal and beneficial owner of all of the
outstanding equity securities or similar interests;



 


		(vi)	in the case of an entity that is a trust, Transfers to a trustor or beneficiary of the trust or to the
estate of a beneficiary of such trust;



 


		(vii)	in the case of an entity, Transfers by virtue of the laws of the state of the entity’s organization
and the entity’s organizational documents upon dissolution of the entity;



 


		(viii)	Transfers of any shares of Domesticated Acquiror Common Stock or other securities acquired as part of
the PIPE Investment (as defined in the Merger Agreement) or issued in exchange for, or on conversion or exercise of, any securities issued
as part of the PIPE Investment;



 


		(ix)	Transfers relating to Domesticated Acquiror Common Stock or other securities convertible into or exercisable
or exchangeable for Domesticated Acquiror Common Stock acquired in open market transactions after the Closing; provided that no
such transaction is required to be, or is, publicly announced (whether on Form 4, Form 5 or otherwise, other than a required
filing on Schedule 13F, 13G or 13G/A) during the Lock-Up Period;



 


		(x)	the exercise of stock options or warrants to purchase shares of Domesticated Acquiror Common Stock or
the vesting of stock awards of Domesticated Acquiror Common Stock and any related transfer of shares of Domesticated Acquiror Common Stock
in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of such options or warrants
or (y) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise
of such options or warrants, the vesting of such options, warrants or stock awards, or as a result of the vesting of such shares of Domesticated
Acquiror Common Stock, it being understood that all shares of Domesticated Acquiror Common Stock received upon such exercise, vesting
or transfer will remain subject to the restrictions of this Agreement during the Lock-Up Period;



 


		(xi)	Transfers to the Company pursuant to any contractual arrangement in effect at the effective time of the
Merger that provides for the repurchase by the Company or forfeiture of Domesticated Acquiror Common Stock or other securities convertible
into or exercisable or exchangeable for Domesticated Acquiror Common Stock in connection with the termination of the Securityholder’s
service to the Company;



 






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		(xii)	the entry, by a Securityholder, at any time after the effective time of the Merger, of any trading plan
providing for the sale of shares of Domesticated Acquiror Common Stock by a Securityholder, which trading plan meets the requirements
of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the
sale of any shares of Domesticated Acquiror Common Stock during the Lock-Up Period and no public announcement or filing is voluntarily
made or required regarding such plan during the Lock-Up Period;



 


		(xiii)	Transfers in the event of completion of a liquidation, merger, stock exchange, reorganization or other
similar transaction that results in all of the Company’s securityholders having the right to exchange their shares of Domesticated
Acquiror Common Stock for cash, securities or other property;



 


		(xiv)	Transfers to satisfy any U.S. federal, state, or local income tax obligations of a Securityholder (or
its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the “Code”),
or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Merger
Agreement was executed by the parties, and such change prevents the Merger from qualifying as a “reorganization” pursuant
to Section 368 of the Code (and the Merger does not qualify for similar tax-free treatment pursuant to any successor or other provision
of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability
as a direct result of the transaction; and



 


		(xv)	Transfers of any securities issued pursuant to that certain Note Purchase Agreement, dated as of August 25,
2022, by and among Legacy Tempo and the investors party thereto, including, for the avoidance of doubt, the amended and restated notes
issued in connection therewith, and any shares of Domesticated Acquiror Common Stock issued upon conversion of such securities.



 


provided,
however, that (A) in the case of clauses (i) through (vii), these permitted transferees must enter into a written
agreement, in substantially the form of this Agreement (it being understood that any references to “immediate family” in the
agreement executed by such transferee shall expressly refer only to the immediate family of the applicable Securityholder and not to the
immediate family of the transferee), agreeing to be bound by these Transfer restrictions. For purposes of this paragraph, “immediate
family” shall mean a spouse, domestic partner, child (including by adoption), father, mother, brother or sister of the undersigned,
and lineal descendant (including by adoption) of the undersigned or of any of the foregoing persons; and “affiliate” shall
have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.


 






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3.            In
the event that the Company releases or waives, in full or in part, any party from a lock-up agreement entered into in connection with
the Closing of the Merger, then the same number of Lock-up Shares held by the undersigned as held by such released party shall be immediately
and fully released on the same terms from the applicable prohibition(s) set forth herein. The foregoing provisions of this paragraph
will not apply if (i) the release or waiver is granted to a holder of Domesticated Acquiror Common Stock in connection with a follow-on
public offering of Domesticated Acquiror Common Stock pursuant to a registration statement filed with the SEC, whether or not such offering
or sale is wholly or partially a secondary offering of the Domesticated Acquiror Common Stock , and the undersigned, only to the extent
the undersigned has a contractual right to demand or require the registration of the undersigned’s Domesticated Acquiror Common
Stock or “piggyback” on a registration statement filed by the Company for the offer and sale of its Domesticated Acquiror
Common Stock , has been given an opportunity to participate on a basis consistent with such contractual rights in such follow-on offering,
(ii)(a) the release or waiver is effected solely to permit a transfer not for consideration and (b) the transferee has agreed
in writing to be bound by the same terms described in this letter to the extent and for the duration that such terms remain in effect
at the time of the transfer, (iii) the aggregate number of Lock-Up Shares affected by such releases or waivers (whether in one or
multiple releases or waivers) with respect to any particular beneficial or record holder of Lock-Up Shares is less than or equal to 1%
of the total number of outstanding shares of Common Stock then-outstanding (on a fully-diluted basis, calculated as of the date of such
release or waiver), or (iv) the Company determines in its sole discretion that a release or waiver should be granted to a record
or beneficial holder of Lock-Up Shares due to circumstances of emergency or hardship. In the event that the Company changes, amends, modifies
or waives (other than to correct a typographical error) any particular provision of any other lock-up agreement entered into in connection
with the closing of the Merger, then the undersigned shall be offered the option (but not the requirement) to make a corresponding change,
amendment, modification or waiver to this Agreement.


 


4.            This
Agreement shall terminate upon the earlier of (i) the expiration of the Lock-Up Period, (ii) the closing of a merger, liquidation,
stock exchange, reorganization or other similar transaction after the Closing date of the Merger that results in all of the public stockholders
of the Company having the right to exchange their shares of Domesticated Acquiror Common Stock for cash securities or other property,
(iii) the day after the date on which the closing price of the Domesticated Acquiror Common Stock equals or exceeds $12.00 per share
(as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Closing date of the Merger or (iv) the liquidation of the Company.


 


5.            In
furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described
therein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of
this Agreement.


 


6.            This
Agreement replaces Section 7(a) of that certain Letter Agreement, dated July 27, 2020, among the Company, ACE Convergence
Acquisition LLC, and the Company’s officers and directors, which Section 7(a) shall be terminated and, to the extent previously
applicable to a Securityholder, of no further effect with respect to such Securityholder upon the Closing of the Merger, and constitutes
the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings,
agreements or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


7.            This
Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing, executed by the Company and
the Securityholders holding a majority of the shares then held by the Securityholders in the aggregate as to which this Agreement has
not been terminated, executed in the same manner as this Agreement and which makes reference to this Agreement. This Agreement may not
be modified or amended except as provided in the immediately preceding sentence and any purported amendment by any party or parties hereto
effected in a manner which does not comply with this Section 7 shall be null and void, ab initio.


 


8.            Except
as set forth herein, no party hereto may assign either this Agreement or any of its rights, interests or obligations hereunder without
the prior written consent of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and
shall not operate to transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on each Securityholder
and each of its respective successors, heirs and assigns and permitted transferees.


 






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9.            This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto
(i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Agreement shall be brought
and enforced in the Delaware Chancery Court, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall
be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


10.            This
Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute
one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement or any joinder to this Agreement
by electronic means, including DocuSign, e-mail, or scanned pages shall be effective as delivery of a manually executed counterpart
to this Agreement.


 


11.            Whenever
possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law, but
if any term or other provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, all other provisions
of this Agreement shall remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby
are not affected in any manner materially adverse to any party hereto. Upon such determination that any term or other provision of this
Agreement is invalid, illegal or unenforceable under applicable law, the parties hereto shall negotiate in good faith to modify this Agreement
so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated
hereby are consummated as originally contemplated to the greatest extent possible


 


12.            The
liability of any Securityholder hereunder is several (and not joint). Notwithstanding any other provision of this Agreement, in no event
will any Securityholder be liable for any other Securityholder’s breach of such other Securityholder’s obligations under this
Agreement.


 


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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the day and year first above written.


 


		 	TEMPO AUTOMATION HOLDINGS, INC.
	 	 	 
	 	 	By:	/s/ Joy Weiss
	 	 	Name:	Joy Weiss
	 	 	Title:	Chief Executive Officer











 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


		 	STOCKHOLDERS:
	 	 	 
	 	 	ACE CONVERGENCE ACQUISITION LLC
	 	 	 
	 	 	By:	/s/ Behrooz Abdi
	 	 	Name:	Behrooz Abdi
	 	 	Title:	Chief Executive Officer


 


[Signature Page to Lock-Up Agreement]


 






     


     


    

 





	 	 	ACE SO3 HOLDINGS LIMITED
	 	 	 
	 	 	By:	/s/ Denis Tse
	 	 	Name:	Denis Tse
	 	 	Title:	Executive Director


 


[Signature Page to Lock-Up Agreement]


 






     


     


    

 


 


	 	 	ACE SO5 HOLDINGS LIMITED
	 	 	 
	 	 	By:	/s/ Denis Tse
	 	 	Name:	Denis Tse
	 	 	Title:	Executive Director





 


[Signature Page to Lock-Up Agreement]


 






     


     


    




 


	 	 	Point72 Ventures Investments, LLC
	 	 	 
	 	 	By:	/s/ David Schaffer
	 	 	Name:	David Schaffer
	 	 	Title:	Authorized Signatory





 


[Signature Page to Lock-Up Agreement]


 






     


     


    

 





	 	 	Alcor Investments, LLC
	 	 	 
	 	 	By:	/s/ Matthew W. Granade
	 	 	Name:	Matthew  Granade
	 	 	Title:	Member


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 





	 	 	Lux Ventures IV, L.P.
	 	 	 
	 	 	By:	/s/ Peter Hebert
	 	 	Name:	Peter Hebert
	 	 	Title:	Managing Director


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	 	BEHROOZ ABDI
	 	 	 
	 	 	By:	/s/ Behrooz Abdi
	 	 	Name:	Behrooz Abdi





 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 





	 	 	SUNNY SIU
	 	 	 
	 	 	By:	/s/ Sunny Siu
	 	 	Name:	Sunny Siu


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 





	 	 	MINYOUNG PARK
	 	 	 
	 	 	By:	/s/ Minyoung Park
	 	 	Name:	Minyoung Park


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 





	 	 	KENNETH KLEIN
	 	 	 
	 	 	By:	/s/ Kenneth Klein
	 	 	Name:	Kenneth Klein


 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	OMID TAHERNIA
	 	 
	 	By:	/s/ Omid Tahernia
	 	Name:	Omid Tahernia



 


[Signature
Page to Lock-Up Agreement]


 






     


     


    

 


	 	RYAN BENTON
	 	 
	 	By:	/s/ Ryan Benton
	 	Name: 	Ryan Benton



 


[Signature
Page to Lock-Up Agreement]


 









     


     


    

 


	 	RAQUEL CHMIELEWSKI
	 	 
	 	By: 	/s/ Raquel Chmielewski
	 	Name:	Raquel Chmielewski



 


[Signature
Page to Lock-Up Agreement]


 









     


     


    




	 	 	 
	 	/s/ Jeffrey McAlvay
	 	Jeffrey McAlvay



 


[Signature
Page to Lock-Up Agreement]


 









     


     


    




	 	 	 
	 	/s/ Matthew Granade
	 	Matthew Granade



 


[Signature
Page to Lock-Up Agreement]


 









     


     


    




	 	 	 
	 	/s/ Jacqueline Schneider
	 	Jacqueline Schneider



 


[Signature
Page to Lock-Up Agreement]


 









     


     


    




	 	 	 
	 	/s/ Joy Weiss
	 	Joy Weiss



 


[Signature
Page to Lock-Up Agreement]


 









     


     


    




	 	 	 
	 	/s/ Ralph Richart
	 	Ralph Richart



 


[Signature
Page to Lock-Up Agreement]


 









     


     


    

 


SCHEDULE I


 


STOCKHOLDERS


 


ACE Convergence Acquisition LLC


 


ACE SO5 Holdings Limited


 


ACE SO3 Holdings Limited


 


Alcor Investments, LLC


 


Lux Ventures IV, L.P.


 


Point72 Ventures Investments, LLC


 


SQN Venture Income Fund II, LP


 


SQN Tempo Automation, LLC


 


Structural Capital Investments III, LP


 


Jacqueline D. Schneider


 


Matthew W. Granade


 


Jeffrey McAlvay


 


Joy Weiss


 


Ryan Benton


 


Ralph Richart


 


Kai Yeung Sunny Siu


 


Behrooz Abdi


 


Kenneth Klein


 


Raquel Chmielweski


 


Omid Tahernia


 


Minyoung Park