LETTER AGREEMENT

Exhibit 10.33

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LETTER AGREEMENT

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ACE Convergence Acquisition Corp.

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March 16, 2022

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ACE SO3 SPV Limited

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Tempo Automation, Inc.

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To whom it may concern:

Reference is made to that certain Backstop Subscription Agreement (the “Backstop Subscription Agreement”), dated as of October 13, 2021, by and between ACE Convergence Acquisition Corp. (“ACE”) and ACE SO3 SPV Limited.

Conditioned upon and concurrently with the execution of the Securities Purchase Agreement, by and among ACE, Tempo Automation, Inc. (“Tempo”), and ACE SO3 SPV Limited, to be entered into on the date hereof, the parties to the Backstop Subscription Agreement agree that the Backstop Subscription Agreement is hereby terminated in its entirety in accordance with its terms.

This letter shall also function as Tempo’s consent pursuant to Section 7.10 of the Agreement and Plan of Merger, dated as of October 13, 2021, by and among ACE, ACE Convergence Subsidiary Corp. and Tempo, to the termination of the Backstop Subscription Agreement contemplated hereby.

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Please indicate your acceptance of this Letter by signing in the space provided below.

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Agreed and accepted as of the date first written above:

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Cc:

Tempo Automation, Inc.

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[Signature Page to Letter Agreement]