#1STRICTLY PRIVATE & CONFIDENTIAL Software-Accelerated Electronics Manufacturing TRANSFORMING PRODUCT DEVELOPMENT WITH SOFTWARE AND AI T₁ TEMPO CR501 CREC 7 302304 TH! KP31 8303 515 754764 BEST H333 A Madis Muda HekTP205 HALL CUI 7512 151 T International 184 Y301 U501 U504 U502 EDC BA A ---- J505 O JIB#2Disclaimer This presentation (this "Presentation") is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with respect to a potential business combination between Tempo Automation, Inc. (collectively with its subsidiaries and pro forma for its acquisition of Compass AC Holdings, Inc. and Whizz Systems, Inc., "Tempo") and ACE Convergence Acquisition Corp. ("ACE", "NASDAQ: ACEV", "NASDAQ: ACEVW", "NASDAQ: ACEVU") and related transactions (the "Proposed Business Combination") and for no other purpose. No representations or warranties, express or implied are given in, or respect of, this Presentation. This Presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of Tempo or the Proposed Business Combination. Viewers of this Presentation should each make their own evaluation of Tempo and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. By reviewing or reading this Presentation, you will be deemed to have agreed to the obligations and restrictions set out below. Without the express prior written consent of ACE and Tempo, this Presentation and any information contained within it may not be (i) reproduced (in whole or in part), (ii) copied at any time, (iii) used for any purpose other than your evaluation of Tempo or (iv) provided to any other person, except your employees and advisors with a need to know who are advised of the confidentiality of the information. This Presentation supersedes and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof. Forward-Looking Statements This document contains certain forward-looking statements within the meaning of the federal securities laws with respect to the Proposed Business Combination, including statements regarding the benefits of the Proposed Business Combination, the anticipated timing of the Proposed Business Combination, the services offered by Tempo and the markets in which it operates, and Tempo's projected future results. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," and similar expressions. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this document, including but not limited to: (i) the risk that the Proposed Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of ACE's securities, (ii) the risk that the acquisition by Tempo Automation, Inc. of each of Compass AC Holdings, Inc. and Whizz Systems, Inc. may not be completed in a timely manner or at all, (iii) the risk that the Proposed Business Combination may not be completed by ACE's business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by ACE, (iv) the failure to satisfy the conditions to the consummation of the Proposed Business Combination, including the receipt of the requisite approvals of ACE's and Tempo's stockholders, the satisfaction of the minimum trust account amount following redemptions by ACE's public shareholders and the receipt of certain governmental and regulatory approvals, (v) the lack of a third party valuation in determining whether or not to pursue the Proposed Business Combination, (vi) the occurrence of any event, change or other circumstance that could give rise to the termination of the agreement and plan of merger, (vii) the effect of the announcement or pendency of the Proposed Business Combination on Tempo's business relationships, performance, and business generally, (viii) risks that the Proposed Business Combination disrupts current plans of Tempo and potential difficulties in Tempo employee retention as a result of the Proposed Business Combination, (ix) the outcome of any legal proceedings that may be instituted against Tempo or against ACE related to the agreement and plan of merger or the Proposed Business Combination, (x) the ability to maintain the listing of ACE's securities on The Nasdaq Stock Market LLC, (xi) the price of ACE's securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which Tempo plans to operate, variations in performance across competitors, changes in laws and regulations affecting Tempo's business and changes in the combined capital structure, (xii) the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Business Combination, and identify and realize additional opportunities, and (xiii) the risk of downturns in the highly competitive additive manufacturing industry. The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the "Risk Factors" section of ACE's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, the Registration Statement (as defined below), the proxy statement /prospectus contained therein, and the other documents filed by ACE from time to time with the U.S. Securities and Exchange Commission (the "SEC"). These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Tempo and ACE assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Tempo nor ACE gives any assurance that either Tempo or ACE, respectively, will achieve its expectations. Additional Information and Where to Find It ACE and Tempo and their respective directors and executive officers, under SEC rules, may be deemed to be participants in the solicitation of proxies of ACE's shareholders in connection with the Potential Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Potential Business Combination of ACE's directors and officers in ACE's filings with the SEC, including ACE's registration statement on Form S-1, which was originally filed with the SEC on July 6, 2020. To the extent that holdings of ACE's securities have changed from the amounts reported in ACE's registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to ACE's shareholders in connection with the Potential Business Combination is set forth in the proxy statement/prospectus on Form S-4 for the Proposed Business Combination (the "Registration Statement"), which is expected to be filed by ACE with the SEC. ACE will also file other documents regarding the Proposed Business Combination with the SEC. Before making any voting decision, investors and security holders of ACE and Tempo are urged to read the Registration Statement, the proxy statement/prospectus contained therein, and all other relevant documents filed or that will be filed with the SEC in connection with the Proposed Business Combination as they become available because they will contain important information about the Proposed Business Combination. Investors and security holders will be able to obtain free copies of the proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by ACE through the website maintained by the SEC at www.sec.gov. In addition, the documents filed by ACE may be obtained free of charge from ACE's website at www.acev.io or by written request to ACE at ACE Convergence Acquisition Corp., 1013 Centre Road, Suite 403S, Wilmington, DE 19805. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE Participants in Solicitation ACE and Tempo and their respective directors and officers may be deemed to be participants in the solicitation of proxies from ACE's stockholders in connection with the Proposed Business Combination. Information about ACE's directors and executive officers and their ownership of ACE's securities is set forth in ACE's filings with the SEC, including ACE's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 26, 2020. To the extent that holdings of ACE's securities have changed since the amounts printed in ACE's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the SEC on March 17, 2021 and subsequently amended on May 6, 2021, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding the interests of those persons and other persons who may be deemed participants in the Proposed Business Combination may be obtained by reading the proxy statement/prospectus regarding the Proposed Business Combination when it becomes available. You may obtain free copies of these documents as described in the preceding paragraph. T OCTOBER 2021 2 STRICTLY PRIVATE & CONFIDENTIAL#3Disclaimer (continued) Industry and Market Data This presentation has been prepared by Tempo and ACE and includes market data and other statistical information from sources believed by Tempo and ACE to be reliable, including independent industry publications, governmental publications or other published independent sources. Some data is also based on the good faith estimates of Tempo or ACE, which in each case are derived from its review of internal sources as well as the independent sources described above. Although Tempo and ACE believe these sources are reliable, Tempo and ACE have not independently verified the information and cannot guarantee its accuracy and completeness. Financial Information; Non-GAAP Financial Measures The financial information and data contained in this Presentation is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in or may be presented differently in the Registration Statement to be filed by ACE with the SEC and the proxy statement/prospectus contained therein. some of the financial information and data contained in this Presentation, such as EBITDA, EBITDA Margin, Free Cash Flow, Free Cash Flow Conversion, Non-GAAP Operating Expenses, Non-GAAP Gross Profit, Non-GAAP Gross Margin, Non-GAAP Operating Profit, and Non-GAAP Operating Margin has not been prepared in accordance with United States generally accepted accounting principles ("GAAP"). Tempo and ACE believe these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Tempo's financial condition and results of operations. Tempo's management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes. Tempo and ACE believe that the use of these non-GAAP financial measures provides an additional tool for investors to use in comparing Tempo's financial condition and results of operations with other similar companies, many of which present similar non-GAAP financial measures to investors. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses and income that are required by GAAP to be recorded in Tempo's financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgments by management about which expenses and income are excluded and included in determining these non-GAAP financial measures. In order to compensate for these limitations, management presents non-GAAP financial measures in connection with GAAP results. You should review Tempo's audited financial statements, which will be included in the Registration Statement. No Offer or Solicitation This Presentation shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a definitive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a public offering. ACE and Tempo reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. The communication of this Presentation is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. Use of Projections This Presentation contains projected financial information with respect to Tempo and ACE. The pro forma numbers and projected financial information of Tempo Automation, Inc. in this presentation are pro forma for the acquisition by Tempo Automation, Inc. of Compass AC Holdings, Inc. and Whizz Systems, Inc., except where stated otherwise. The projected financial information constitutes forward-looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See "Forward-Looking Statements" above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts are achieved. Trademarks This Presentation contains trademarks, service marks, trade names and copyrights of ACE, Tempo and other companies, which are the property of their respective owners. The use or display of third parties' trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with ACE or Tempo, or an endorsement or sponsorship by or of ACE or Tempo. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this presentation may appear without the TM, SM, or symbols, but such references are not intended to indicate, in any way, that ACE or Tempo will not assert, to the fullest extent under applicable law, their rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights. T OCTOBER 2021 3 STRICTLY PRIVATE & CONFIDENTIAL#4Our Presenters Today T Joy Weiss PRESIDENT & CEO dust networks™ ANALOG DEVICES AHEAD OF WHAT'S POSSIBLE" TEMPO EXECUTIVES Ryan Benton CHIEF FINANCIAL OFFICER EXAR F E FUNDS Jeff Kowalski CHIEF PRODUCT OFFICER AAUTODESK ACE EXECUTIVE Behrooz Abdi CHAIRMAN & CEO InvenSense Qualcomm OCTOBER 2021 4 STRICTLY PRIVATE & CONFIDENTIAL#5ACE Overview AT A GLANCE Mandate Identify and acquire emerging leader in IT infrastructure and SoC markets Tr Backed by cross-border Tech PE Manager, ACE Equity Partners, which has led more than $1B in transactions across its investments -$230M¹ held in trust 1 Behrooz Abdi Chairman & CEO 35 years of semis experience LED BY OPERATORS WITH DEEP DOMAIN EXPERTISE Experienced Chairman & CEO with a history of monetizing public and private companies motorola InvenSense NETLOGIC Qualcomm TDK RMI CORPORATION Denis Tse Secretary & Director Cross-border technology investor LOCKHEED MARTIN ACE Equity Partners MANAGEMENT TEAM TRACK RECORD RMI CORPORATION NETLOGIC NetLogic's acquisition of RMI in 2009 in a transaction valued at approximately $200M contributed meaningfully to NetLogic's eventual $3.7B acquisition by Broadcom in 2011 • Mr. Abdi led the multi-core processor business unit within NetLogic during its integration period, capturing over 95% of revenue target, thus earning the majority of deal earn-out ● ● KEY BOARD MEMBERS Omid Tahernia Ex Corp VP of Xilinx Processing Solutions Ken Klein Ex Chairman & CEO, Wind River Ryan Benton² CFO of Tempo Automation Raquel Chmielewski Dir. of Investments Council on Foreign Relations InvenSense TDK Transaction value of $1.3B (May 18, 2017) Organic growth, diversification, and acquisitions transformed InvenSense into a sensor system leader Assumes no redemptions by ACE existing shareholders. The trust account includes approximately $8.1M in deferred underwriting fees that will be payable to the underwriters of ACE's initial public offering in the event that the business combination is completed. 2 Mr. Benton has recused himself from negotiations or deliberations on behalf of ACE given his position as an officer at Tempo. OCTOBER 2021 5 STRICTLY PRIVATE & CONFIDENTIAL#6Tempo Automation + ACE: Value-added Partnership Ti + TEMPO SOFTWARE-ACCELERATED ELECTRONICS MANUFACTURING, TRANSFORMING PRODUCT DEVELOPMENT WITH SOFTWARE AND AI T Leveraged by many of the world's most innovative companies to get products to market faster Proprietary software platform, with Al that learns from every order, redefines the customer journey and accelerates time-to-market The platform's all-digital process automation, data-driven intelligence, and connected smart factory create a breakthrough competitive advantage for customers ACEV NASDAQ: ACEV, ACEVW, ACEVU UNIQUE BLEND OF DOMAIN EXPERTISE AND TRACK RECORD OF SCALING COMPANIES Team of operators with decades of combined experience in the semiconductor and software industries Significant track record of scaling public and private companies Deep and extensive relationships in the semiconductor and software ecosystems TEMPO IS A RAPIDLY ACCELERATING COMPANY SQUARELY IN THE SWEET SPOT OF ACEV'S EXPERTISE AND SPAC SEARCH CRITERIA OCTOBER 2021 6 STRICTLY PRIVATE & CONFIDENTIAL#7Transaction Overview BUSINESS OVERVIEW CAPITAL STRUCTURE VALUATION CASH PROCEEDS Tr 1 2 3 • Software-accelerated electronics manufacturer leveraged by many of the world's most innovative companies to get products to market faster • In connection with its business combination with ACE, Tempo expects to acquire two targets, Advanced Circuits and Whizz Systems, creating a vertically integrated, scaled platform poised to capture a fragmented $290B market¹ ● Established high margin financial profile with, on a pro forma basis², EBITDA margin³ of 12% in 2021E, and growing to 20% in 2022E Post transaction, ~$65M4 incremental cash on balance sheet to accelerate growth ● $936M pro forma enterprise value Attractively-valued entry multiple for a high growth business in a massive market ACE has $230M of cash in trust • PIPE and new debt raise of $161M from premier institutional investors and technology lenders including ACE Equity Partners (an affiliate of ACE's sponsor), Point 72 Ventures Investments, Firsthand Funds, Lux Ventures, Structural Capital, and SQN Venture Partners IPC 2012-2013, 2018, 2019 Annual Reports and Forecasts for the North American EMS Industry; company estimates. Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. EBITDA and EBITDA margin exclude certain non-cash charges such as depreciation & amortization, interest income & expense, stock-based compensation and other one-time or non-recurring charges. For a reconciliation of EBITDA margin to its most direct comparable GAAP measure, see the appendix. 4 Assumes no redemptions by ACE existing shareholders. The trust account includes approximately $8.1M in deferred underwriting fees that will be payable to the underwriters of ACE's initial public offering in the event that the business combination is completed. OCTOBER 2021 7 STRICTLY PRIVATE & CONFIDENTIAL#8STRICTLY PRIVATE & CONFIDENTIAL Introduction TEMPO O O TO R2201 TC28 C287 6999 thá C314 33 Egal C43- R37 020 FAN SYS2 FYS2 GR124 C196 R189 TC27 028 C26 28 y₂ 40 D10 PR140FT R139 1 FANSYS4R1C180 TC32 S54 bete b 0:00 L28 TC17 TC20 C261 C259 22 €257 C144 C137 C163C161 F3/1.5A/6V L26 C127 x TC30 00000000 TRITR2 TR3 TR4 55568899 RRRRRRRR TENTFF R112 SOF C128 CIZE 8132C566 0-4 ONM 00:00 Do yu UUUU X125MHZ L30 U27 824 ONS R182 G6 G5 TC25 C264 TC12 C222 TC22 hacorn C267 11 U9 F2 011 C49 UD13 282 NO CONTR R170 024 TC23 1892 30 109 L 080 G4 G3 L29 C266 R171 324 F2:1 5A/6V 110 000 F4:1.5A/6V F5:1.5A/6V H22 76 015 TC21 C173 C169 4 C216 292 R204 C265 021 TC19 R157 OCTOBER 2021 078 G2G1L27 8 013 R154 023 R212 E 453 ~~* BRU R280 R287 C25 R29 R352 R342-01 C449NY STE R393 R395.#9Tempo Automation Investment Highlights Software-accelerated electronics manufacturing, transforming product development for the world's innovators in a $290B market¹ 1 2 3 4 5 Tr 1 2 3 Proprietary software platform, with Al that learns from every order, redefines the customer journey and accelerates time-to-market Day 1 profit, growth, and strong margins unlocked by a differentiated customer journey & software-enabled efficiencies Accelerated growth and data accrual via tech-enabled M&A in a highly fragmented industry Management team with deep industry, public market, and M&A experience $142 2020A $146 2021E 48% PF 2022E GROSS MARGIN² PRO FORMA REVENUE² $ IN MILLIONS 7,000+ PF 2020 CUSTOMERS² $178 2022E $220 UNITED STATES 2023E TARGETING AN ADDITIONAL $300-$500M+ REVENUE BY 2025 VIA M&A MALAYSIA IPC 2012-2013, 2018, 2019 Annual Reports and Forecasts for the North American EMS Industry; company estimates. Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. $272 EBITDA and EBITDA margin exclude certain non-cash charges such as depreciation & amortization, interest income & expense, stock-based compensation and other one-time or non-recurring charges. For a reconciliation of EBITDA margin to its most direct comparable GAAP measure, see the appendix. 2024E $331 2025E 20% PF 2022E EBITDA MARGIN 2,3 PF MANUFACTURING FACILITIES² OCTOBER 2021 9 STRICTLY PRIVATE & CONFIDENTIAL#10Tempo's Platform Streamlines Electronics Product Realization 1 FRONT-END CUSTOMER PORTAL SOFTWARE T 3 T TEMPO AI O O O O O CONNECTED NETWORK OF SMART FACTORIES 2 BACK-END MANUFACTURING SOFTWARE 1 Front-end Customer Portal Software 2 3 Frictionless quoting, ordering, and complex data ingestion via secure cloud-based interface Analysis, interpretation, and visual rendering of engineering, design, and supply chain data Supports engineers in getting to a manufacturable design more quickly and efficiently Back-end Manufacturing Software Continuous, bi-directional digital thread connects customer to the smart factory, weaving together manufacturing processes and design data Data-experienced Al flags and prevents design and production issues Extendable and manageable across multiple sites and locations Connected Network of Smart Factories Turnkey printed circuit board fabrication and assembly Data from every build fuels the Al, increasing efficiencies and streamlining processes OCTOBER 2021 10 STRICTLY PRIVATE & CONFIDENTIAL#11Leadership: Strong Record of Value Creation MANAGEMENT JOY WEISS PRESIDENT, CEO & DIRECTOR VP DATA CENTER, ANALOG CEO OF DUST (ACQ BY LINEAR TECHNOLOGY) dust networks™ CES NETWORKS BOARD OF DIRECTORS Point 72 ANALOG DEVICES AHEAD OF WHAT'S POSSIBLE MATTHEW GRANADE CHAIRMAN OF THE BOARD Tr BRIDGEWATER RYAN BENTON CHIEF FINANCIAL OFFICER CFO/CEO, EXAR MAXLINEAR) (ACQ 25+ YEARS OF M&A EXAR E FUNDS SRI CHANDRASEKAR DIRECTOR POINT72 Diqt IN JEFF KOWALSKI CHIEF PRODUCT OFFICER IN-Q-TEL- CTO, AUTODESK AAUTODESK Le Matterport ZAVAIN DAR DIRECTOR BILL SCHMITT CHIEF REVENUE OFFICER SVP, MATTERPORT 201 innovation endeavors RALPH RICHART TEMPO CHIEF TECHNOLOGY OFFICER PRESIDENT, COASTAL UITS ADVANCED CIRCUITS) COASTAL JEFF MCALVAY DIRECTOR & CO-FOUNDER TMCMASTER-CARR. C ADVANCED CIRCUITS MATTIAS CEDERGREN CHIEF MANUFACTURING OFFICER FLEXTRONICS flex JACKIE SCHNEIDER DIRECTOR PROTOLABS SUSQUEHANNA Manufacturing Accelerated GROWTH EQUITY UNIQUE COMBINATION OF TECHNOLOGY DEVELOPMENT, M&A, AND BUSINESS SCALING EXPERTISE DAWN SPRAGUE VICE PRESIDENT OF PEOPLE VP HR, OSISOFT (AC BY AVEVA) OSIsoft. OCTOBER 2021 11 STRICTLY PRIVATE & CONFIDENTIAL#12The Product Development Journey is the Same, Whether the End Goal is 100 units/year or 1M units/year Each successive iteration progresses a product to manufacturability at volume, and to ensuring it fulfills its ambitious performance goals T TEMPO Example electronics product development ramp: Top 5 medical device manufacturer 1 20 1st Order 15 2nd Order 10 3rd Order Aberdeen Group, Why PCB Design Matters to the Executive. 10 4th Order Prototyping Quantities ordered for each of 3 boards in the product 60 5th Order 20 6th Order Validation ON-RAMP TO PRODUCTION ON-DEMAND PRODUCTION 1000 UNITS ← 3 boards x 6 iterations = 18 iterations for this product. The average electronics product goes through 14 iterations before it gets to market.¹ T VOLUME PRODUCTION 1000+ UNITS T TEMPO VOLUME MANUFACTURER OCTOBER 2021 12 STRICTLY PRIVATE & CONFIDENTIAL#13Prototype & On-Demand Production Are Different Than Volume Production VOLUME PRODUCTION 1,000+ UNITS PROTOTYPE & ON-DEMAND PRODUCTION < 1,000 UNITS Tr NON-US MARKET SIZE¹ US MARKET SIZE¹ $1.3T $60B $375B $290B # OF DESIGN ITERATIONS² 1 14 # OF UNIQUE PRODUCTS PER PRODUCTION LINE² 1 PER SEVERAL MONTHS 3+ PER DAY 1 IPC 2012-2013, 2018, 2019 Annual Reports and Forecasts for the North American EMS Industry; IPC LinkedIn; company estimates. 2 Illustrative. COMPONENT INVENTORY² Forecasted # CHANGE ORDERS PER ORDER2 Tempo's market 0 PRIMARY GOAL Minimize cost Just-in-time 2-10+ Minimize time to market VOLUME MANUFACTURER T TEMPO 13 OCTOBER 2021 STRICTLY PRIVATE & CONFIDENTIAL#14The US Outsourced Market is Served Primarily by Small, Owner-Operated Businesses Aging, expert workforce is retiring, along with their tacit knowledge ~1,100, many of which are owner-operated companies COMPANIES WITH < $50M REVENUE T 1 IPC 2019 Annual Report and Forecast for the North American EMS Industry. 16% ● 77% US OUTSOURCED ELECTRONIC MANUFACTURER FACILITIES¹ (S REPRESENTS ANNUAL REVENUE PER ENTERPRISE) 7% Volume manufacturers often refer out prototyping and on-demand production business COMPANIES WITH $500M+ REVENUE COMPANIES WITH $50M $500M REVENUE Typically PE rollups of smaller businesses OCTOBER 2021 14 STRICTLY PRIVATE & CONFIDENTIAL#15High-Growth Verticals Require More and More Complex Electronics SPACE Set to grow from $350B to over $1T by 2040¹ 4 of the top 5 SPACE COMPANIES NASA JPL 1 2 3 www.DE wwwww BAJI LE SOOYYING 100 m STWFFAL SEMICONDUCTOR Expected to reach $362B by 2025 via a 7.2% CAGR 2020-2025² 3 of the top 5 SEMICONDUCTOR COMPANIES ..mks AVIATION & DEFENSE INDUSTRY SIZE AND GROWTH RATE Morgan Stanley Research, Space: Investing in the Final Frontier. McKinsey & Company, McKinsey on Semiconductors. Facts & Factors, Aircraft Manufacturing Market. 4 The Business Research Company, Medical Devices Market Opportunities and Strategies. 5 Meticulous Market Research, Industrial IoT Market. 6 Top companies defined as those with the greatest market capitalization as of September 30, 2021 per FactSet. Estimated to reach $850B by 2026 via a 9% CAGR 2019-2026³ TEMPO CUSTOMERS INCLUDE 4 of the top 5 AVIATION & DEFENSE COMPANIES EXAMPLE TEMPO CUSTOMERS LOCKHEED MAR IN MEDICAL DEVICE Medical Device industry to be $600B by 2023 via a 6.1% CAGR 2021-20234 4 of the top 5 MEDICAL DEVICE COMPANIES G&GE Healthcare INDUSTRIAL & ECOMMERCE Industrial loT market to reach $260B by 2027 via a 16.7% CAGR 2020-20275 3 of the top 5 INDUSTRIAL & ECOMMERCE COMPANIES COGNEX OCTOBER 2021 15 STRICTLY PRIVATE & CONFIDENTIAL#16Electrical Engineers Have Become Frustrated By an Industry Rife with Quality + On-time Delivery Issues T "I've experienced the worst of the worst from other [vendors] in the 8 years I've been an [electrical engineer]. I'm floored that you guys delivered on time and with no quality issues." Electrical Engineer Leading commercial space company "I was pleasantly surprised today with a package from your factory, and I am incredibly pleased to tell you that...the first articles powered up and we are live... We never dreamed of such a smooth take-off." Electrical Engineering Lead Public semiconductor capital equipment component manufacturer TEMPO DELIVERS A HIGHER STANDARD OCTOBER 2021 16 STRICTLY PRIVATE & CONFIDENTIAL#17Tempo's Software Platform Helps Companies Iterate Faster STATUS QUO APPROACH¹ DAY 1 T DAY 1 $ MANUAL QUOTING 1 Illustrative. TEMPO APPROACH': AUTOMATED, LIGHT-TOUCH, QUICK-TURN, HIGH-QUALITY, SOFTWARE-POWERED MANUFACTURER MANUAL MANUFACTURABILITY REVIEW AUTOMATED 08 MANUAL PROCUREMENT DAY 5 MANUAL SETUP & MANUFACTURING AUTOMATED QUOTING AUTOMATED MANUFACTURABILITY REVIEW AUTOMATED PROCUREMENT AUTOMATED SETUP & MANUFACTURING DAY 20 OCTOBER 2021 17 STRICTLY PRIVATE & CONFIDENTIAL#18Case Study: GE Healthcare Iterates in Days vs. Weeks STATUS QUO MANUFACTURER Their previous vendor's lead times were usually 3-4 weeks and could take up to 5 weeks. Getting a quote for a new design took an entire week. Additionally, the quality was lower than desired. THE TEMPO EXPERIENCE Tempo delivered their complex boards within 5 days, which significantly shortened the 'fail and iterate' process, thereby ensuring that they were able to produce a high quality product in a shorter time. Dennis Sauer, Electronics Test Platform Standardization and Design for Test Leader, was "honestly quite shocked..." by Tempo providing his quote within a couple of hours. "Being able to fail faster had a direct impact on our timeline." - Jason Metzner, Lead Electrical Engineer, GE Healthcare T 40 Detaision utg OCTOBER 2021 18 STRICTLY PRIVATE & CONFIDENTIAL#19Faster Iterations = Faster Time to Market EXAMPLE TIME TO MARKET: TOP 5 SPACE, AVIATION, AND DEFENSE COMPANY¹ STATUS QUO USING TEMPO Tr "Tempo is all about agility, speed, and focus on prototyping. They've enabled us to get hardware into our labs and begin integration far faster than traditional sources would." Vice President Top 5 space, aviation, and defense company 11 MONTHS² 1 Top companies defined as those with the greatest market capitalization as of September 30, 2021 per FactSet. 2 Customer-reported. 22-24 MONTHS² OCTOBER 2021 19 STRICTLY PRIVATE & CONFIDENTIAL#20STRICTLY PRIVATE & CONFIDENTIAL Technology Platform TEMPO O O 10 Ms 6606G OCTOBER 2021 20#21A Highly Manual Status Quo Slows the Development Process CAD Software + Design Files T Sent through Various Methods I Reviewed by Humans DISCONNECTED PROCESS IN AN INDUSTRY UNDERSERVED BY TECHNOLOGY Produced Labor-Intensively SLOW ARDUOUS OPAQUE UNRELIABLE UNPREDICTABLE QUALITY OCTOBER 2021 21 STRICTLY PRIVATE & CONFIDENTIAL#22Tempo Weaves a Digital Thread, From First Touch to Delivery Customer journey connected by continuous digital thread, initiated as soon as design is uploaded TEMPO 885-Beagle Black/Request For M Browse for your BOM Formatting your BOM Our MCM Garmala The Mont TEMPO DIGITAL THREAD T Design File Upload Patents underpin algorithms that analyze design, determine component availability, and deliver quote TEMPO 885-BeagleBone Back/Request For A 515258 A PART Capture & Preserve Design Intent D DESCRIPTION 6720 ESPETADES V PALAV S Barce & 104 So MACA TEMPO 885-BeagleBone Black/Request For Que Quote quantity Quay 100 um Te Extended Price Rapid Quote Desired Date Optional ASAP $15.00 w SE $39.000.00 147240 3440 10.0 50.00 $23.670.00 $24.300:00 $4 TEMPO 185/Request For Who will pay for this order? Shipping Information Tempo Automation Payment Method Payment Details 2460 Alamed Amp Example Custome 451300 Unit cost Quantity Subtotal Total Accept PCBA Order $390.38 100 $39038.00 $3318.23 $42356.23 OCTOBER 2021 22 STRICTLY PRIVATE & CONFIDENTIAL#23Tempo Platform Underpins Logistics Automated analysis confirms manufacturability of design Components ordered via integrated interface with vendors TEMPO Orders/Order 885-BeagleBone Black/OFM issues STOWER VISIBLE OF RESOLVED SU CAD M Issue #885-200 bo BOM CA On hd pending resolution of 2 cicl DE LED cheets with footprint data is available, please provide these to Tempe as soon as possible Manufacturability Check & Issue Resolution T CM. CS CCCS 02 CC CH2CH C C C C C CHI CHE CHE ca can cat casca C CH CH C cacat ca CH 042 043044 CAS CAECAT CARCA Ctc. c Chip Capacito 0805202 20-80% TOV Stand AURORA Marc Capacity 10 0022F10% 040 X Cea Muer Capactor Dielectic Character NP Capactance47f Capacitance Tolerance 5% Vage Ring 50: Tempere Coeficents 30ppm C Capector Case Style 0402 No. of Pins2 Mouring Ceramic capactor SMD 0402 30v cours Sung CCOONPOSTO CS040222 63V 10% Tolence X5 SMT Myer Ceramic Capacitor GAMISSCHIJACIO Cap Mcc Comp 500402 Network of Pre-qualified / Audited Raw Material Vendors OC Factory programmed for assembly SORSLA D45120 2004CUR V100R SE TOALDEA OM T COCK 20032762FT 35.000MA- 34000MA-T -2457-40 (U14 O о O O O O Parts Check-In, Machine Programing O O O о OO O O ON 120 TCA643 M STRUTRON 32 S OFPSOPTOCK700-3 32-UFCSP OCTOBER 2021 23 STRICTLY PRIVATE & CONFIDENTIAL af 81 ar#24Tempo Platform Streamlines Assembly Automated monitoring of manufacturing execution data drives higher yields Automated process confirms quality product 185 Tempo Automation (100) Order setup Tr O P CP Program 2 Pride 2 boto Fb chandiction Particle Assembly (9/10) (1/10) TEMPO Order #885/Visualizer C95 CTORS #2010899 R3822C2R154183 FBZ FB3 DEE Quality Assurance 1926 €30 Civis Tracked, on-time shipment BeagleBone Black Open Visualiser O → Delivery Al Design Specification Lely Files Green NEW QUOTE OCTOBER 2021 24 STRICTLY PRIVATE & CONFIDENTIAL#25Tempo Visualizer: Print Preview + Spellcheck for Electronics T Tombstone Issue On this placement for: Rev A: 10% of boards Rev B: 5% of boards Rev C: 1% of boards C13⁰ C21 O C31 C68 R3 O O ფო 642.Y1 INO 38 C11... O C22 U4 C23 C33 0 Image is illustrative only. TURLI E1 C10 R2 R4 L2 C12 =|| C64 U3 AVAILABLE LIMITED STOCK END OF LIFE OUT OF STOCK Limited Stock MPN 06031A100FA12A 2 Required 1 Available REFDES C22, C33 OCTOBER 2021 25 STRICTLY PRIVATE & CONFIDENTIAL#26Tempo Roadmap Redefines the Manufacturing Process T TEMPO AL INTELLIGENT PROCESS DATA PROCESSES PROCESSORS Tr STATUS QUO MANUAL PROCESS Inconsistent, Incomplete Data Disconnected Processes Human Processors Manual Effort • Tacit knowledge Not portable ● ● 1 9,971,338 and 10,481,585. TEMPO Connected Information ● AUTOMATED PROCESS Digital Thread ● Continuous Bi-Directional Cloud-based Distributed Computation Protected by foundational patents¹ DATA-DRIVEN AI-DIRECTED OCTOBER 2021 26 STRICTLY PRIVATE & CONFIDENTIAL#27STRICTLY PRIVATE & CONFIDENTIAL Growth: Organic + Inorganic TEMPO O P FOOD OCTOBER 2021 27 22#28Customers, Technology, and M&A Drive our Growth T ● ● ● B Harness our end-to-end, vertically integrated platform 7,000+ customer base provides enormous expansion opportunity Broader offering benefits existing customers, unlocks new customers and verticals, and opens up cross-selling opportunities Deeper supply chain control enhances customer experience and eliminates margin stacking ● ● ● BALE 2339228 Enhance our automated, intelligent process More orders imply more data; more data further improves customer experience and drives more orders - a virtuous cycle Additional gross profit enables accelerated R&D investment in our software platform Tempo's software platform confers top-line and bottom-line benefits to targets ● DO ● Continue to make disciplined inorganic investments $290B fragmented landscape presents significant future growth opportunity via tech-enabled M&A Highly active pipeline with 100+ opportunities identified ● • Leadership team with decades of experience acquiring and integrating businesses 1 Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. 2020 customer count. 2 IPC 2012-2013, 2018, 2019 Annual Reports and Forecasts for the North American EMS Industry; company estimates. OCTOBER 2021 28 STRICTLY PRIVATE & CONFIDENTIAL#29Blue Chip Customer Base Provides Significant Growth Headroom With 7,000+ customers, if all we do is grow within them, we will have an enormous business LAND AND EXPAND EXAMPLE: LEADING COMMERCIAL SPACE COMPANY REVENUE FROM CUSTOMER Tr $8M $4M $1.0M 2 2018A 213% $3.3M 2019 A 147% $8.1 M 2020A $60M ESTIMATED ELECTRONICS PROTOTYPING & ON-DEMAND PRODUCTION SPENDING IN ACCOUNT LAND AND EXPAND EXAMPLE: LEADING ELECTRIC CAR COMPANY REVENUE FROM CUSTOMER $400K $200K $47K 2018A 316% $196K 2019A 97% 1 Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. 2020 customer count. Company estimates. $387K 2020A $50M ESTIMATED ELECTRONICS PROTOTYPING & ON-DEMAND PRODUCTION SPENDING IN ACCOUNT OCTOBER 2021 29 STRICTLY PRIVATE & CONFIDENTIAL#30Initial Acquisitions Position Tempo to Transform Every Step of the Electronics Development Process FRONT-END CUSTOMER PORTAL SOFTWARE T Engineering Design Services WHIZZ SYSTEMS AUTOMATION AND INSTRUMENTATION SOFTWARE AND TECHNOLOGY Printed Circuit Board Fabrication Ca ADVANCED CIRCUITS Printed Circuit Board Assembly: Prototype Production TEMPO WHIZZ ADVANCED CIRCUITS SYSTEMS BACK-END MANUFACTURING SOFTWARE Printed Circuit Board Assembly: On-Demand Production WHIZZ SYSTEMS OCTOBER 2021 30 STRICTLY PRIVATE & CONFIDENTIAL#31Tempo's Platform Drives Growth and Profitability in Targets Customer Portal helps acquired companies unlock growth in new and existing accounts FRONT-END CUSTOMER PORTAL SOFTWARE Self-service customer interactions reduce the costs associated with executing orders T TOP LINE BENEFITS TO ACQUIRED COMPANIES T TEMPO AI 00000 BOTTOM LINE BENEFITS TO ACQUIRED COMPANIES Increased speed and quality help acquired companies maintain and grow their customers BACK-END MANUFACTURING SOFTWARE Improved yield and streamlined processes increase margins OCTOBER 2021 31 STRICTLY PRIVATE & CONFIDENTIAL#32Actionable Pipeline Enables Rapid Execution of Further Tech-Enabled M&A T 1 2 3 4 1,000+ COMPANIES 100+ OPPORTUNITIES 10 IN CONTACT EC WHIZZ ADVANCED CIRCUITS SYSTEMS -$11B¹ REVENUE OPPORTUNITY IDENTIFIED IN CONTACT & UNDER REVIEW REPRESENT $750M IN FY20 SALES¹ READY TO CLOSE WITH SPAC REPRESENT >$120M FY20 SALES 2025E REVENUE BRIDGE $ IN MILLIONS $331² 2025E ORGANIC $300-$500³ INORGANIC M & A Represents approximate FY20 revenue of the target companies on a standalone basis as communicated by such target or estimated by Tempo. Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. For illustrative purposes only. EBITDA and EBITDA margin exclude certain non-cash charges such as depreciation & amortization, interest income & expense, stock-based compensation and other one-time or non-recurring charges. For a reconciliation of EBITDA margin to its most direct comparable GAAP measure, see the appendix. IMPLIED 2025E EBITDA AT 33% MARGIN OF -$200M-$275M³,4 $600-$800+ PRO FORMA 2025E OCTOBER 2021 32 STRICTLY PRIVATE & CONFIDENTIAL#33Advanced Circuits Overview Tr Premier provider of printed circuit board fabrication and prototype printed circuit board assembly A subsidiary of Compass Diversified Holdings (NYSE: CODI) 43% GAAP Gross Margin vs. 20% US electronics manufacturing industry average Broad customer base with no customer >5% of FY20 sales Founded in 1989 and headquartered in Aurora, Colorado 440+ employees across 3 manufacturing facilities (Colorado, Arizona, and Minnesota) 1 IPC 2019 Annual Report and Forecast for the North American EMS Industry. AC SPACE MEDICAL ADVANCED CIRCUITS $88.1M 2020A REVENUE END MARKETS for b SEMICONDUCTOR INDUSTRIAL & ECOMMERCE DE SDS AVIATION & DEFENSE COMMUNICATIONS OCTOBER 2021 33 STRICTLY PRIVATE & CONFIDENTIAL#34Whizz Systems Overview Tr 1 2 Premier provider of prototype and on-demand printed circuit board assembly, as well as engineering design services 43% GAAP Gross Margin (46% 2020A Non-GAAP Gross Margin)¹ vs. 20% US electronics manufacturing industry average Trusted partner for leading technology and semiconductor customers Founded in 1999 and headquartered in Santa Clara, California 120+ employees across 2 manufacturing facilities (California and Malaysia) Non-GAAP gross margin excludes certain non-recurring charges. For a reconciliation of non-GAAP measures, see the appendix. IPC 2019 Annual Report and Forecast for the North American EMS Industry. 2205 Vid WHIZZ BEE SEMICONDUCTOR INDUSTRIAL & ECOMMERCE DE $35.7M 2020A REVENUE END MARKETS AVIATION & DEFENSE SYSTEMS COMMUNICATIONS MEDICAL COMPUTER & NETWORKING OCTOBER 2021 34 STRICTLY PRIVATE & CONFIDENTIAL#35STRICTLY PRIVATE & CONFIDENTIAL Financials TEMPO O O CHOTE UNREGULATED NOTICE TO ALL PERSONS VING THIS DRANTIG Lond NOTICE VECETY is only conditional Smally ther receipt o M went confers Centres right in, at ign sitter f OCTOBER 2021 35 therent#36Detailed Transaction Overview SOURCES AND USES ($ IN MILLIONS) SOURCES ACE Cash in Trust PIPE-Common Equity PIPE Convertible Debt Structural Capital Senior Term Debt, net proceeds¹ Shareholder Rollover Equity2,3 Total Sources USES Equity Consideration Equity to Shareholders2,3 Cash at Close Cash to AC & Whizz Shareholders Transaction Expenses Cash to Balance Sheet Total Uses $ AMOUNT $230 82 25 54 549 $940 $ AMOUNT $549 $281 45 65 $940 Note: Assumes no redemption by public shareholders in connection with the transactions and Tempo's balance sheet as of June 30, 2021. 1 Net of existing debt restructuring and associated make-whole premium. PRO FORMA CAPITALIZATION 2,3,4 ($ IN MILLIONS, EXCEPT SHARE PRICE) Share Price PF Shares Outstanding PF EQUITY VALUE (+) PF Debt (-) PF Cash PRO FORMA FIRM VALUE PRO FORMA OWNERSHIP 5,6,7 25% SPAC IPO INVESTORS 50% TEMPO EXISTING SHAREHOLDERS • 6 Reflects 46.1M Tempo existing equity holders shares, 23.0M SPAC IPO shares, 8.2M PIPE Investor shares, 7.0M AC equity holders shares, 5.8M SPAC sponsor shares, 1.8M Whizz equity holders shares. 7 Excludes participation in PIPE by existing Tempo shareholders and SPAC Sponsor. $10.00 91.9 2 Includes Tempo, AC and Whizz shareholders. Excludes shares from a contemplated long-term incentive plan (LTIP) and employee stock purchase plan (ESPP). 3 Excludes earnout shares to be issued to Tempo, AC and Whizz shareholders. 7.5M earnout shares to be issued to existing Tempo shareholders subject to vest in three equal tranches at price thresholds of $12.50, $15.00 and $18.00 per share, respectively; 2.4M earnout shares to be issued to AC shareholders subject to price threshold of $12.50; maximum of 1.0M earnout shares to be issued to Whizz shareholders subject to price threshold of $11.50 and certain net revenue and gross margin targets. Certain earnout provisions may be settled in cash or shares at Tempo's option. 4 Pro forma capitalization includes $0.5M existing Tempo net debt balance as of June 30, 2021, $57M New Structural Capital senior term debt (incremental principal, net of debt restructuring), $25M new convertible debt, and $65M incremental cash to balance sheet. 5 Assumes $10.00 share price and no redemptions from public shareholders. $919 115 (98) $936 9% PIPE INVESTORS 8% ACI SHAREHOLDERS 6% SPONSOR PROMOTE 2% WHIZZ SHAREHOLDERS OCTOBER 2021 36 STRICTLY PRIVATE & CONFIDENTIAL#37Strong Organic Growth Momentum REVENUE¹ $ IN MILLIONS EBITDA MARGIN% ¹,2 $146 2 2021E 12% BUILDING SCALE WITH VERTICAL INTEGRATION AND PLATFORM ROLL-OUT $178 2022E 20% CAGR 23% $220 2023E 26% $272 2024E 30% $331 2025E Source: Management Projections. T 1 Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. 33% EBITDA and EBITDA margin exclude certain non-cash charges such as depreciation & amortization, interest income & expense, stock-based compensation and other one-time or non-recurring charges. For a reconciliation of EBITDA margin to its most direct comparable GAAP measure, see the appendix. OCTOBER 2021 37 STRICTLY PRIVATE & CONFIDENTIAL#38Operating Leverage - Organic Non-GAAP Gross Margin 1,2 NON-GAAP COST OF GOODS SOLD ($) AND NON-GAAP GROSS MARGIN (%) ¹,² $ IN MILLIONS NON-GAAP GROSS MARGIN OVERHEAD 42% $85 $18 $24 $42 2021E DIRECT LABOR DIRECT MATERIALS 48% $92 $21 $27 $44 2022E 51% $107 $22 $31 $54 2023E 55% $122 $23 $35 $64 2024E 59% $136 $25 $38 $72 2025E OVERHEAD Improved overhead costs with combination synergies and increased economies of scale DIRECT LABOR AND DIRECT MATERIALS Lower labor costs and better yields from implementation and continued development of Tempo's platform (software and equipment) Vertical integration synergies realized by insourcing PCB spend Source: Management Projections. Tr 1 Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. 2 Non-GAAP Cost of Goods Sold and non-GAAP gross margin exclude stock-based compensation and non-recurring transaction related expenses incurred and forecasted in 2021. OCTOBER 2021 38 STRICTLY PRIVATE & CONFIDENTIAL#39Operating Leverage - Organic Non-GAAP Operating Expenses NON-GAAP OPERATING EXPENSE ¹,2 $ IN MILLIONS % OF ORGANIC REVENUE RESEARCH & DEVELOPMENT SELLING, GENERAL & ADMINISTRATIVE 34% $49 $9 $41 2021E 32% $56 $11 $45 2022E 27% $60 $14 $46 2023E 27% $74 $20 $53 2024E 28% $91 $27 $65 2025E RESEARCH & DEVELOPMENT Continued investment in Tempo platform development and rollout SELLING, GENERAL & ADMINISTRATIVE Increased sales force and growing national marketing efforts as client base grows Benefits of scale provide increasing operating leverage Source: Management Projections. Tr 1 Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. 2 Non-GAAP operating expenses exclude stock-based compensation and non-recurring transaction related expenses incurred and forecasted in 2021. OCTOBER 2021 39 STRICTLY PRIVATE & CONFIDENTIAL#40Organic Non-GAAP Operating Margin Bridge NON-GAAP OPERATING PROFIT ($) AND NON-GAAP OPERATING MARGIN (%) ¹,2 BRIDGE 2021E - 2025E $ IN MILLIONS 6.5% $9 2021E NON-GAAP OPERATING MARGIN 9.1% GROSS MARGIN IMPROVEMENT 7.0% SG & A OPERATING LEVERAGE (0.6%) INCREMENTAL R&D INVESTMENT (2.1%) SBC CHANGE 19.8% $44 2023E NON-GAAP OPERATING MARGIN 7.6% GROSS MARGIN IMPROVEMENT 1.4% SG & A OPERATING LEVERAGE (1.5%) INCREMENTAL R&D INVESTMENT 0.4% SBC CHANGE Source: Management Projections. Tr 1 Pro Forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. 2 Non-GAAP operating profit and non-GAAP operating margin exclude non-recurring transaction related expenses incurred and forecasted in 2021. 27.7% $92 2025E NON-GAAP OPERATING MARGIN OCTOBER 2021 40 STRICTLY PRIVATE & CONFIDENTIAL#41Overview of Organic Financial Performance¹ REVENUE ($) AND GROWTH RATE (%) $ IN MILLIONS EBITDA($) AND EBITDA MARGIN (%) ² CAGR 23% $ IN MILLIONS CAGR 57% $146 2021E % GROWTH 3% 2 $62 2021E % MARGIN $178 2022E 22% NON-GAAP GROSS PROFIT($) AND GROSS MARGIN (%) ³ $ IN MILLIONS CAGR 33% $86 2022E $220 48% 2023E 23% $113 2023E 51% $272 2024E 24% $150 2024E $331 55% 2025E 22% $195 2025E 59% $18 2021E % MARGIN 12% $36 2021E UFCF CONVERSION 2022E 20% $30 2022E $58 85% 2023E 26% $43 4,5 UNLEVERED FREE CASH FLOW($) AND UFCF CONVERSION (%) 4 $ IN MILLIONS 2023E 42% Source: Management Projections. Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. 1 $82 75% 2024E 30% $64 2024E 77% EBITDA and EBITDA margin exclude certain non-cash charges such as depreciation & amortization, interest income & expense, stock-based compensation and other one-time or non-recurring charges. For a reconciliation of EBITDA and EBITDA margin to their most direct comparable GAAP measures, see the appendix. 2021 EBITDA excludes non-recurring transaction related expenses. 3 Non-GAAP gross profit and non-GAAP gross margin exclude non-recurring transaction related expenses incurred and forecasted in 2021. 4 Unlevered Free Cash Flow (UFCF) is defined as EBITDA less capital expenditures, cash taxes, and change in working capital. UFCF Conversion is defined as Unlevered Free cash Flow as a percentage of EBITDA. 5 These projections assume approximately $10M of annual capital expenditures. 6 Assumes Tempo's acquisition of Advanced Circuits and Whizz Systems closes December 31, 2021. $110 2025E 33% $82 2025E 74% OCTOBER 2021 41 STRICTLY PRIVATE & CONFIDENTIAL#42STRICTLY PRIVATE & CONFIDENTIAL Valuation TEMPO O O 563 C 250 TOE 154 0000 R789 LS01 XJM016 RZ R90-0 SP 00 SP 2001 6221 EZI EhZ ello! R73 hsp SP C48 DOSL C/D DOSL DOSL 0051 RAL24FO EDI EQI 103 R69 JAPAN 00-003 03 214 LOSL 9015 A ZNC49203 ## ZEH 3320 3320 3320 OZEE 128 R410 199 OZEE OZEE 4750 054 2430 251 152 3320 680 180 251 OZEE 2 152 152 IRFD123 O T024K hol CONNER 61106-001 R16 7501 GC27E A9013 ACUMOS OCTOBER 2021 42 EDI#43Tempo Highlights: Defining the Opportunity vs. Peer Groups 1 2 3 4 5 Differentiated tech-enabled focus on fragmented $290B electronics prototyping and on-demand production market¹ Proprietary software platform, with Al that learns from every order, redefines the customer journey and accelerates time-to-market High growth, high margin business 3 Expected upside from further inorganic growth Broad customer base and track record of customer expansion Source: Management Projections. IPC 2012-2013, 2018, 2019 Annual Reports and Forecasts for the North American EMS Industry; company estimates. REVENUE '21E - '23E $146M 2021E EBITDA²,3'21E - '23E $18M CAGR 23% 2021E CAGR 80% $220M 1 Tr 2 Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. EBITDA and EBITDA margin exclude certain non-cash charges such as depreciation & amortization, interest income & expense, stock-based compensation and other one-time or non-recurring charges. For a reconciliation of EBITDA and EBITDA margin to their most direct comparable GAAP measures, see the appendix. 2021 EBITDA excludes non-recurring transaction related expenses. 2023E $58M 2023E OCTOBER 2021 43 STRICTLY PRIVATE & CONFIDENTIAL#44Tempo is at the Intersection of Multiple Growth Segments ● DIGITAL MANUFACTURING Bright Machines FATHOM Tr materialise FAST RADIUS. Markforged ㅂ PROTOLABS Xometry Software-enabled manufacturing across a range of technologies and end markets MEDIAN TOTAL ADDRESSABLE MARKET: $115B¹ ● ADVANCED MANUFACTURING 3D SYSTEMS k Kornit Digital COGNEX stratasys Hardware-centric technology platforms disrupting large industrial end markets MEDIAN TOTAL ADDRESSABLE MARKET: $17B¹ 1 Companies' filings. Calculated as median for the group. 2 IPC 2012-2013, 2018, 2019 Annual Reports and Forecasts for the North American EMS Industry; company estimates. ● ● SOFTWARE Ansys A AUTODESK. cadence ptc TEMPO TOTAL ADDRESSABLE MARKET: $290B SYNOPSYS® Scaled EDA and PLM software players Exposed to same or similar end market trends MEDIAN TOTAL ADDRESSABLE MARKET: $7B¹ OCTOBER 2021 44 STRICTLY PRIVATE & CONFIDENTIAL#452023 EBITDA MARGIN Tempo's Combination of Margins and Growth is Unique Amongst its Peers 2021E-2023E REVENUE CAGR VS 2023E EBITDA MARGIN 50% 45% 40% 35% 30% 25% 20% 15% 10% 5% 0% T 0% 2 cadence 3 SYNOPSYS 3D SYSTEMS Ansys ptc 10% PROTOLABS A AUTODESK. COGNEX FATHOM materialise stratasys 20% T₁ TEMPO Kornit Digital 30% '21E-'23E REVENUE CAGR UPSIDE FROM M&A GROWTH Xometry 40% 50% 2 TEMPO + M&A Markforged Source: Investor Presentations and FactSet. Market date of October 8, 2021. Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. 1 60% Tempo + M&A includes the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and other potential acquisitions. Fast Radius and Bright Machines have projected '21E-'23E Revenue CAGR of 214% and 74% respectively. Projected 2023 EBITDA margins are below 0%. 70%+ CAGR ³ 0% EBITDA MAR. Bright Machines FAST RADIUS. 70% OCTOBER 2021 45 STRICTLY PRIVATE & CONFIDENTIAL#46Tempo vs. Comparable Companies - Revenue Multiples ADVANCED MANUFACTURING FIRM VALUE / 2023E REVENUE 4.3x 5.2x 7.0x TEMPO FIRM VALUE / 2022E REVENUE T 6.7x II Bright Machines 13.4x DIGITAL MANUFACTURING 12.2x 6.2x Xometry Markforged 8.7x 5.9x 4.0x FATHOM RFAST RADIUS 7.2x 9.5x 3.7x materialise 4.2x MEDIAN 5.9x 3.1x PROTOLABS 3.4x MEDIAN 8.7x 12.8x 16.6x 10.8x COGNEX 12.1x 5.7x 3D SYSTEMS 6.0x MEDIAN 8.2x 1.8x stratasys 2.0x Source: Investor Presentations and FactSet. Market date as of October 8, 2021. Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. Excludes $75M Tempo earnout. 1 2 Software peers include: Ansys, Autodesk, Cadence, PTC, and Synopsys. MEDIAN 9.0x SOFTWARE 10.9x SOFTWARE MEDIAN 12.5x OCTOBER 2021 46 STRICTLY PRIVATE & CONFIDENTIAL#47Tempo vs. Comparable Companies - EBITDA Multiples FIRM VALUE / 2023E EBITDA 16.1x TEMPO 26.3x 21.9x FIRM VALUE / 2022E EBITDA Tr materialise 28.3x 21.4x FATHOM 27.2x DIGITAL MANUFACTURING 13.4x B PROTOLABS 16.9x NM Markforged NM NM Bright Machines. NM NM MEDIAN 21.4x FR FAST RADIUS. NM NM Xometry NM MEDIAN 27.2x 53.0x Digita 87.3x ADVANCED MANUFACTURING 37.5x ED 3D SYSTEMS 47.4x MEDIAN 33.3x 29.1x COGNEX 32.6x 22.7x stratasys 34.7x Source: Investor Presentations and FactSet. Market date as of October 8, 2021. Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. Excludes $75M Tempo earnout. 1 2 Software peers include: Ansys, Autodesk, Cadence, PTC, and Synopsys. MEDIAN 41.1x SOFTWARE² 26.1X SOFTWARE MEDIAN 32.1x OCTOBER 2021 47 STRICTLY PRIVATE & CONFIDENTIAL#48Transaction Overview BUSINESS OVERVIEW CAPITAL STRUCTURE VALUATION CASH PROCEEDS Tr 1 2 3 • Software-accelerated electronics manufacturer leveraged by many of the world's most innovative companies to get products to market faster • In connection with its business combination with ACE, Tempo expects to acquire two targets, Advanced Circuits and Whizz Systems, creating a vertically integrated, scaled platform poised to capture a fragmented $290B market¹ ● Established high margin financial profile with, on a pro forma basis², EBITDA margin³ of 12% in 2021E, and growing to 20% in 2022E Post transaction, ~$65M4 incremental cash on balance sheet to accelerate growth ● $936M pro forma enterprise value Attractively-valued entry multiple for a high growth business in a massive market ACE has $230M of cash in trust" • PIPE and new debt raise of $161M from premier institutional investors and technology lenders including ACE Equity Partners (an affiliate of ACE's sponsor), Point 72 Ventures Investments, Firsthand Funds, Lux Ventures, Structural Capital, and SQN Venture Partners IPC 2012-2013, 2018, 2019 Annual Reports and Forecasts for the North American EMS Industry; company estimates. Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. EBITDA and EBITDA margin exclude certain non-cash charges such as depreciation & amortization, interest income & expense, stock-based compensation and other one-time or non-recurring charges. For a reconciliation of EBITDA margin to its most direct comparable GAAP measure, see the appendix. 4 Assumes no redemptions by ACE existing shareholders. The trust account includes approximately $8.1M in deferred underwriting fees that will be payable to the underwriters of ACE's initial public offering in the event that the business combination is completed. OCTOBER 2021 48 STRICTLY PRIVATE & CONFIDENTIAL#49STRICTLY PRIVATE & CONFIDENTIAL Appendix TEMPO O O 43208 47 25V 43208 GREN ORESET ENO 000 911 743000038 D RX- I. OCTOBER 2021 49#50Proforma Financial Summary $ IN MILLIONS REVENUE GROWTH % (-) COST OF GOODS SOLD NON-GAAP GROSS PROFIT² NON-GAAP GROSS MARGIN (-) OPERATING EXPENSES NON-GAAP OPERATING PROFIT³ NON-GAAP OPERATING MARGIN % (+) DEPRECIATION & AMORTIZATION (+) STOCK-BASED COMPENSATION EBITDA EBITDA MARGIN % (-) CAPITAL EXPENDITURES (-) CASH TAXES (-) CHANGE IN NWC UNLEVERED FREE CASH FLOW (FCF) UFCF CONVERSION% T 2 3 2019A $145.3 4 (85.8) $59.5 40.9% (44.7) $14.7 10.1% 4.9 1.3 $20.9 14.4% (12.6) 2020A $142.3 (2.1%) (83.4) $58.9 41.4% (42.8) $16.1 11.3% 5.8 1.8 $23.6 16.6% (3.1) 2021E $146.3 2.8% (84.6) $61.7 42.2% (52.3) $9.5 6.5% 5.7 2.8 $18.0 12.3% (2.6) YEAR ENDED DECEMBER 31 2022E $178.4 21.9% (92.5) $85.9 48.2% (62.7) $23.2 13.0% 5.9 6.4 $35.6 20.0% (9.6) (1.0) 5.3 $30.3 85.2% 2023E $220.1 23.4% (107.3) $112.8 51.3% (69.2) $43.6 19.8% 5.7 8.7 $58.1 26.4% (9.9) (1.8) (2.9) $43.4 74.8% 2024E $271.9 23.6% (121.6) $150.3 55.3% (84.7) $65.6 24.1% 5.8 10.8 $82.3 30.3% (9.8) (5.7) (3.1) $63.7 77.4% 2025E $331.0 21.7% (136.2) $194.8 58.9% (103.0) $91.8 27.7% Source: Management Projections. 1 Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. Non-GAAP gross profit and non-GAAP gross margin exclude $0.3M (FY19) and $1.2M (FY20) of certain one-time non-recurring charges. Non-GAAP operating profit and operating margin exclude $0.8M (FY19) and $6.0M (FY20) of certain one-time or non-recurring charges in 2019 and 2020. For a description of these items, see the Reconciliation to EBITDA in this appendix. EBITDA and EBITDA margin exclude certain non-cash charges such as depreciation & amortization, interest income & expense, stock-based compensation and other one-time or non-recurring charges. For a reconciliation of EBITDA and EBITDA margin to their most direct comparable GAAP measures, see the Reconciliation to EBITDA in this appendix. 6.4 11.9 $110.1 33.3% (6.4) (19.3) (2.8) $81.6 74.1% CAGR 2021-2025E 22.6% 33.3% 76.5% 57.4% NM OCTOBER 2021 50 STRICTLY PRIVATE & CONFIDENTIAL#51Reconciliation to EBITDA UNAUDITED $ IN MILLIONS T Revenue Trans Adj.² PF Revenue 2 3 4 Net Income Income Taxes Depreciation and Amortization Interest Expense Remeasurement of Convertible Debt Change in Fair Value of Warrants Other Expense Stock Based Compensation Other One-time Adjustments - COGS³ Other One-time Adjustments - SGA4 EBITDA EBITDA Margin Pro Forma 12 Months Ended 12/31/19 $146.2 ($0.9) $145.3 $3.0 $5.5 $4.9 $6.4 $0.6 ($1.4) $0.0 $1.3 $0.3 $0.5 $20.9 14.4% 12/31/20 $142.5 ($0.3) $142.3 $0.4 $2.9 $5.8 $6.7 $0.0 ($0.0) $0.0 $1.8 $1.2 $4.8 $23.6 16.6% Source: AC, Whizz Audited FY20 and FY19 financial statements; Tempo unaudited draft FY20 and FY19 financial statements; Management estimates 1 Pro forma (PF) figures include the acquisitions of Compass AC Holdings, Inc. ("Advanced Circuits" or "AC") and Whizz Systems, Inc. ("Whizz Systems" or "Whizz") which are expected to close substantially concurrently with the SPAC business combination and exclude estimates of additional future acquisitions. PF figures are adjusted to eliminate billings from Advanced Circuits to Tempo for purchase of product. Whizz Systems charges incurred of $0.3M (FY19) and $1.2M (FY20) for certain related party transactions which are considered non-recurring charges post combination. Whizz Systems charges incurred of $4.3M (FY20) for certain related party transactions and Advanced Circuits parent company management fee of $0.5M in each of FY19 and FY20, all of which are considered non-recurring charges post combination. OCTOBER 2021 51 STRICTLY PRIVATE & CONFIDENTIAL#52Risk Factors RISKS RELATING TO TEMPO'S BUSINESS AND INDUSTRY We are an early-stage company with a history of losses. We have not been profitable historically and may not achieve or maintain profitability in the future. Our limited operating history and rapid growth makes evaluating our current business and future prospects difficult and may increase the risk of your investment. The success of our business is dependent on our ability to keep pace with technological changes and competitive conditions in our industry, and our ability to effectively adapt our services as our customers react to technological changes and competitive conditions in their respective industries. We may not timely and effectively scale and adapt our existing technology, processes, and infrastructure to meet the needs of our business. Our operating results and financial condition may fluctuate from period to period and may fall below expectations in any particular period, which could adversely affect the market price of our common stock. We compete with numerous other diversified manufacturing service providers, electronic manufacturing services and design providers and others, and may face increasing competition, which could cause our operating results to suffer. ● ● ● ● ● ● Customer relationships with emerging companies may present more risks than with established companies. We may be adversely affected by supply chain issues, including shortages of required electronic components. Our gross profit and gross margin are dependent on a number of factors, including our product mix, market prices, labor costs and availability, acquisitions we may make and our ability to achieve cost synergies, level of capacity utilization and component, material, and other services prices. Our failure to meet our customers' price expectations may adversely affect our business and results of operations. ● If demand for our products does not grow as expected, or develops more slowly than expected, our revenues may stagnate or decline, and our business may be adversely affected. Defects in shipped products that give rise to product returns or warranty or other claims could result in material expenses, diversion of management time and attention, adversely affect customer relationships and damage to our reputation. We may be involved in legal proceedings, including intellectual property ("IP"), anti-competition and securities litigation, employee-related claims and regulatory investigations, which could, among other things, divert efforts of management and result in significant expense and loss of our IP rights. ● We are dependent on a limited number of customers and end markets. A decline in revenue from, or the loss of, any significant customer, could have a material adverse effect on our financial condition and operating results. ● Our operations could suffer if we are unable to attract and retain key management or other key employees. The effect of COVID-19 on our operations and the operations of our customers, suppliers and logistics providers has had, and may continue to have, a material and adverse impact on our financial condition and results of operations. Tr OCTOBER 2021 52 STRICTLY PRIVATE & CONFIDENTIAL#53Risk Factors (continued) RISKS RELATING TO TEMPO'S BUSINESS AND INDUSTRY (CONTINUED) We purchase a significant amount of the materials and components we use from a limited number of suppliers. If our suppliers become unavailable or inadequate, our customer relationships, results of operations and financial condition may be adversely affected. Our facilities, and our suppliers' and our customers' facilities, are vulnerable to disruption due to natural or other disasters, public health crises, strikes and other events beyond our control. ● Our facilities, and our suppliers' and our customers' facilities, are vulnerable to disruption due to natural or other disasters, public health crises, strikes and other events beyond our control. ● If we fail to grow our business as anticipated, our operating results will be adversely affected. If we grow as anticipated but fail to manage our operations and costs accordingly, our business may be harmed and our results of operations may suffer. ● ● ● ● ● ● Compliance or the failure to comply with current and future environmental, health and safety, product stewardship and producer responsibility laws or regulations could cause us significant expense. • We collect, use, store, or otherwise process confidential customer information, which subjects us to privacy and data security laws and contractual commitments, and our actual or perceived failure to comply with such laws and commitments could harm our business. As we acquire and invest in companies or technologies, we may not realize expected business, expected cost synergies, or technological or financial benefits. The acquisitions or investments could prove difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our business, results of operations, and financial condition. We may require additional capital to support business growth, and this capital might not be available on acceptable terms, if at all. We could be subject to warranty and other claims involving allegedly defective products that we supply. Failure of our global operations to comply with anti-corruption laws and various trade restrictions, such as sanctions and export controls, could have an adverse effect on our business. ● An inability to successfully manage the procurement, development, implementation or execution of IT systems, or to adequately maintain these systems and their security, as well as to protect data and other confidential information, may adversely affect our business and reputation. If we experience a significant cybersecurity breach or disruption in our information systems or any of our partners' information systems, our business could be adversely affected. We rely on our information technology systems to manage numerous aspects of our business and a disruption of these systems could adversely affect our business. Our current levels of insurance may not be adequate for our potential liabilities. Because our industry is rapidly evolving, forecasts of market growth in this presentation may not be accurate, and even if the markets in which we compete achieve the forecasted growth, there can be no assurance that our business will grow at similar rates, or at all. Global economic, political and social conditions and uncertainties in the markets that we serve may adversely impact our business. Tr OCTOBER 2021 53 STRICTLY PRIVATE & CONFIDENTIAL#54Risk Factors (continued) RISKS RELATING TO TEMPO'S BUSINESS AND INDUSTRY (CONTINUED) We are subject to taxes in numerous jurisdictions. The Company's future effective tax rates could be affected by changes in the mix of earnings in jurisdictions with differing statutory rates and changes in tax laws or their interpretation. Our industry routinely experiences cyclical market patterns and our products are used across different end markets. A significant downturn in the industry or in any of these end markets could cause a meaningful reduction in demand for our products and harm our operating results. Third-party lawsuits and assertions to which we are subject alleging our infringement of patents, trade secrets or other intellectual property rights may have a significant adverse effect on our financial condition. We may incur substantial costs enforcing and defending our intellectual property rights. ● If we are unable to adequately protect or enforce our intellectual property rights, such information may be used by others to compete against us. Our internal controls over financial reporting currently do not meet all of the standards contemplated by Section 404 of the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), and failure to achieve and maintain effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act could impair our ability to produce timely and accurate financial statements or comply with applicable regulations and have a material adverse effect on our business. ● ● ● ● ● ● Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could cause manufacturing delays or increase our costs. Certain software we use is from open source code sources, which, under certain circumstances could materially adversely affect our business, financial condition, and operating results. RISKS RELATED TO BECOMING A PUBLIC COMPANY We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new compliance and investor relations initiatives. Members of our management team and board of directors have limited experience managing a public company. We are an "emerging growth company" and a "smaller reporting company" and the reduced disclosure requirements applicable to emerging growth companies and smaller reporting companies may make our common stock less attractive to investors, and may make it more difficult to compare our performance with other public companies. ● If we are unable to meet expectations and projections in any research or reports published by securities or industry analysts, or if securities or industry analysts do not publish research or reports or publish unfavorable research or reports about our business, our stock price and trading volume could decline, or there may be a depressed market price and limited liquidity for our securities. If we fail to maintain proper and effective internal controls over financial reporting, our ability to produce accurate and timely financial statements could be impaired, investors may lose confidence in our financial reporting and the trading price of our common stock may decline. Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. Tr ● OCTOBER 2021 54 STRICTLY PRIVATE & CONFIDENTIAL#55Risk Factors (continued) RISKS RELATED TO BECOMING A PUBLIC COMPANY (CONTINUED) Changes in accounting rules and regulations, or interpretations thereof, could result in unfavorable accounting charges or require us to change our compensation policies. Provisions in our proposed charter documents and under Delaware law could discourage a takeover that stockholders may consider favorable and may lead to entrenchment of management. Our proposed certificate of incorporation will provide that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders and that the federal district courts shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the U.S. Securities Act of 1933, as amended, which could limit our stockholders' ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees. ● ● ● RISKS RELATED TO THE BUSINESS COMBINATION AND ACE Each of ACE Convergence Acquisition Corp. ("ACE") and Tempo Automation, Inc. ("Tempo") will incur significant transaction costs in connection with the business combination between ACE and Tempo (the "Business Combination"). ● • The announcement of the proposed Business Combination could disrupt Tempo's relationships with its customers, suppliers, business partners and others, as well as its operating results and business generally. The consummation of the Business Combination is subject to a number of conditions, including, among other things, the consummation of the acquisitions by Tempo of each of Whizz Systems, Inc. and Compass AC Holdings, Inc. (collectively, the "Add-on Acquisitions") and all required waiting periods or approvals under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and all applicable antitrust laws relating to the Business Combination and the Add-On Acquisitions having expired, been received or terminated, as applicable, which conditions may not be satisfied on a timely basis, if at all. If those conditions are not satisfied or waived, the merger agreement may be terminated in accordance with its terms and the Business Combination may not be completed. The Add-on Acquisitions are also subject to a number of conditions, which, if not satisfied or waived, may prevent the Business Combination from being completed. ● If ACE is not able to complete the Business Combination by January 30, 2022, nor able to complete another business combination by such date, in each case, as such date may be further extended pursuant to ACE's current amended and restated memorandum of association under the Cayman Islands Companies Act and ACE's current amended and restated articles of association, ACE would cease all operations except for the purpose of winding up and would redeem its Class A ordinary shares and liquidate the trust account, in which case its public shareholders may only receive approximately $10.00 per share and its warrants will expire worthless. ● If the net proceeds of ACE's initial public offering not being held in the trust account are insufficient to allow ACE to operate through to January 30, 2022 and ACE is unable to obtain additional capital, ACE may be unable to complete its initial business combination, in which case its public shareholders may only receive $10.00 per share, and its warrants will expire worthless. Compliance obligations under the Sarbanes-Oxley Act may make it more difficult to effectuate the Business Combination, require substantial financial and management resources and increase the time and costs of completing a business combination. • The ability to successfully effect the Business Combination and the combined company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel. The loss of such key personnel could negatively impact the operations and financial results of the combined business. Tr OCTOBER 2021 55 STRICTLY PRIVATE & CONFIDENTIAL#56Risk Factors (continued) RISKS RELATED TO THE BUSINESS COMBINATION AND ACE (CONTINUED) There is no assurance that a stockholder's decision whether to redeem its shares for a pro rata portion of ACE's trust account will put the stockholder in a better future economic position. ● If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of ACE's securities or, following the consummation of the Business Combination, the combined company's securities, may decline. ● A market for the combined company's securities may not develop, which would adversely affect the liquidity and price of such securities. There can be no assurance that the combined company's securities will be approved for listing on the Nasdaq Stock Market LLC ("Nasdaq") or that the combined company will be able to comply with the continued listing standards of Nasdaq. ● Directors of ACE have potential conflicts of interest in recommending that ACE's stockholders vote in favor of the adoption of the Business Combination. ACE may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to the holders of ACE warrants, thereby making such warrants worthless. ACE's warrants are accounted for as liabilities and the changes in value of ACE's warrants could have a material effect on Tempo's financial results. Even if the Business Combination is completed, there can be no assurance that ACE's warrants will be in the money during their exercise period, and they may expire worthless. ● If ACE seeks stockholder approval of the Business Combination, its sponsor, directors, officers, advisors and their affiliates may elect to purchase shares or warrants from public stockholders, which may influence a vote on the Business Combination and reduce the public "float" of ACE's securities. ● If ACE seeks stockholder approval of the Business Combination, its sponsor, officers and directors have agreed to vote in favor of such Business Combination, regardless of how its public stockholders vote. • The ability of ACE's public stockholders to exercise redemption rights with respect to a large number of its shares could increase the probability that the Business Combination would be unsuccessful. ACE is not required to obtain an opinion from an independent investment banking firm or from an independent accounting firm, and consequently, its stockholders may have no assurance from an independent source that the price it is paying for the business is fair to ACE from a financial point of view. Neither the ACE board of directors nor any committee thereof obtained a third party valuation in determining whether or not to pursue the Business Combination. Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination. ACE has identified a material weakness in its internal control over financial reporting as of December 31, 2020. If ACE is unable to develop and maintain an effective system of internal control over financial reporting, it may not be able to accurately report its financial results in a timely manner, which may adversely affect investor confidence in it and materially and adversely affect its business and operating results. ACE has been subject to inquiries by the U.S. Securities and Exchange Commission (the "SEC") since May 2021 regarding certain disclosures in its Registration Statement on Form S-4, filed with the SEC on February 10, 2021, as amended on March 19, 2021, April 9, 2021 and May 6, 2021, and such inquiries remain ongoing. Such inquiries may materially adversely affect ACE or the combined company. Tr ● ● ● ● OCTOBER 2021 56 STRICTLY PRIVATE & CONFIDENTIAL#57Risk Factors (continued) RISKS RELATED TO THE BUSINESS COMBINATION AND ACE (CONTINUED) Subsequent to consummation of the Business Combination, the combined company may be exposed to unknown or contingent liabilities and may be required to subsequently take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations and its share price, which could cause you to lose some or all of your investment. Future resales of common stock after the consummation of the Business Combination may cause the market price of the combined company's securities to drop significantly, even if its business is doing well. The public stockholders of ACE will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination and the private placement and due to future issuances pursuant to the combined company's equity plan(s). The combined company may issue additional equity securities without your approval, which would dilute your ownership interests and may depress the market price of our securities. The domestication of ACE as a Delaware corporation may result in adverse tax consequences for holders of ACE securities. • The Business Combination or combined company may be materially adversely affected by the recent COVID-19 outbreak. The price of the combined company's securities may be volatile. Changes in laws or regulations, or a failure to comply with any laws or regulations, may adversely affect ACE's and the combined company's business, including ACE's ability to consummate the Business Combination, and ACE's and the combined company's results of operations. ● ● ● ● T OCTOBER 2021 57 STRICTLY PRIVATE & CONFIDENTIAL#58TTE TEMPO WWW.TEMPOAUTOMATION.COM OCTOBER 2021 58 STRICTLY PRIVATE & CONFIDENTIAL