Exhibit 10.5


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made as of [●], 2021 by and between Crypto 1 Acquisition Corp, a Cayman
Islands exempted company (the “Company”) and Continental Stock Transfer & Trust Company, a New York corporation
(the “Trustee”).


 


WHEREAS,
the Company’s Registration Statement on Form S-1 (File No. 333-[ ]) (the “Registration Statement”),
and prospectus for the initial public offering of 20,000,000 units (or 23,000,000 units in the aggregate if the Underwriter’s option
to purchase additional units is exercised in full), at a price of $10.00 per unit (the “Units”), each Unit consisting
of one Class A ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share(s)”), and one-half
of one warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share at an exercise price of $11.50 per share
(the “Warrant(s)”) (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Registration Statement); and


 


WHEREAS,
B. Riley Securities, Inc. (the “Underwriter”) is acting as the sole book-running manager and as the representative
of the underwriters in the Offering pursuant to an underwriting agreement between the Company and the Underwriter (the “Underwriting
Agreement”); and


 


WHEREAS,
if a Business Combination (as defined herein) is not consummated within the initial 12 month period following the closing of the Offering,
upon the request of Crypto 1 Sponsor LLC (the “Sponsor”), the Company may extend such period twice, by an additional
three months for each extension period, for a total of up to 18 months, subject to the Sponsor or its affiliates or permitted designees
depositing $2,000,000 (or $2,300,000 if the Underwriter’s over-allotment option is exercised in full) into the Trust Account no
later than the 12 month anniversary of the Offering (the “First Deadline”) for the three month extension (the “First
Extension”) or (ii) no later than the 15 month anniversary of the Offering (the “Second Deadline”, together
with the First Extension Deadline, the “Deadlines” and each a “Deadline”) for the three month extension
(the “Second Extension”, together with the First Extension, the “Extensions” and each an “Extension”),
in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for such Extension payable upon consummation
of a Business Combination; and


 


WHEREAS,
simultaneously with the Offering, the Sponsor will be purchasing an aggregate of 7,400,000 Warrants (or 8,150,000 Warrants if the Underwriter’s
option to purchase additional Units is exercised in full) at a price of $1.00 per warrant for a total purchase price of $7,400,000 (or
$8,150,000 if the Underwriter’s option to purchase additional Units is exercised in full) in a private placement (the “Warrant
Private Placement”); and


 






    


     


    

 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of
Association, $201,000,000 of the gross proceeds of the Offering and the Warrant Private Placement ($231,150,000 if the Underwriter’s
option to purchase additional Units is exercised in full) and the proceeds from any loans in connection with an Extension will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000 (or $8,050,000, if the Underwriter’s option
to purchase additional Units is exercised in full) is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW, THEREFORE, IT IS
AGREED:


 


1.             Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)            Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
located in the United States at [●] (or at another U.S. chartered commercial bank with consolidated assets of $100 billion) and
at a brokerage institution selected by the Trustee that is satisfactory to the Company;


 


(b)            Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)            In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property only in U.S. government treasury bills
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act of 1940, as amended, which invest only in direct U.S. government treasury obligations; it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while on deposit, the Trustee
may earn bank credits or other consideration;


 


(d)            Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)            Promptly
notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action by
the Company;


 


(f)             Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of its tax returns relating to assets held in the Trust Account;


 


(g)            Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 






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(h)            Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)             Commence
liquidation of the Trust Account only after and promptly after (i) receipt of, and only in accordance with, the terms of a letter
from the Company (a “Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer or Chairman of the board
of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of a Termination
Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to by the Underwriter,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds
held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution
expenses), only as directed in the Termination Letter and the other documents referred to therein or (ii) upon the date which is
the later of (A) 12 months after the closing of the Offering and (B)  such later date upon an Extension effectuated pursuant
to the terms hereof and (C) such later date as may be approved by the Company’s shareholders in accordance with the Company’s
Amended and Restated Memorandum and Articles of Association, if a Termination Letter has not been received by the Trustee prior to such
date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed
to the Public Shareholders of record as of such date;


 


(j)             Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C (a
 “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company the amount of
interest earned on the Trust Account requested by the Company to cover any taxes owed by the Company as a result of assets of the Company
or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer
or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however, that
to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held
in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the
principal amount initially deposited in the Trust Account. The written request of the Company referenced above shall constitute presumptive
evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (a
 “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company the amount
requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder
vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (i) to modify the
substance or timing of the Company’ obligation to redeem 100% of its Ordinary Shares if it does not complete its initial merger,
share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar business combination with one or
more businesses or entities (a “Business Combination”) within such time as is described in the Company’s Amended
and Restated Memorandum and Articles of Association or (ii) with respect to any other provision relating to shareholders’ rights
or pre-Business Combination activity (in each case, an “Amendment”). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request;


 






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(l)             Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and


 


(m)          Upon
receipt of an extension letter (“Extension Letter”) in a form substantially similar to Exhibit E
hereto at least five business days prior to the applicable Deadline, signed on behalf of the Company by an executive officer, and
receipt of the dollar amount specified in the Extension Letter on or prior to the applicable Deadline, follow the instructions set
forth in the Extension Letter.


 


2.             Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)            Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, President,
Chief Financial Officer, or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i),
(j) or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)            Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against, any and all reasonable and documented
expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company
in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to
conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate
in such action with its own counsel;


 


(c)            Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing
fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not
be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The
Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 






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(d)            In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes (which firm may be the
Trustee) verifying the vote of the Company’s shareholders regarding such Business Combination;


 


(e)            Provide
the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)             Unless
otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred
Discount is paid directly to the account or accounts directed by the Underwriter on behalf of the several underwriters prior to any transfer
of the funds held in the Trust Account to the Company or any other person;


 


(g)            Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(h)            Within
five (5) business days after the Underwriter exercises its option to purchase additional Units (or any unexercised portion thereof)
or such option to purchase additional Units expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Discount.


 


(i)             If
applicable, issue a press release at least three days prior to the applicable Deadline announcing that, at least five days prior to
such  Deadline, the Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for
extending such  Deadline and the Board has approved such Extension.


 


(j)             Promptly
following the applicable Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination has
been extended.


 


3.             Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)            Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 






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(b)            Take
any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no liability to
any third party except for liability arising out of the Trustee’s own gross negligence, fraud or willful misconduct;


 


(c)            Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)           Change
the investment of any Property, other than in compliance with Section 1 hereof;


 


(e)            Refund
any depreciation in principal of any Property;


 


(f)            Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)           The
other parties hereto or to anyone else for any action taken or omitted by the Trustee, or any action suffered by the Trustee to be taken
or omitted, in good faith and in the exercise of the Trustee’s own best judgment, except for the Trustee’s gross negligence,
fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be signed or presented by
the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination or rescission
of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party
or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h)            Verify
the accuracy of the information contained in the Registration Statement;


 


(i)             Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(j)             File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k)            Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income
tax obligations, except pursuant to Section 1(j) hereof; or


 






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(l)             Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
1(k) hereof.


 


4.             Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its
assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.             Termination.
This Agreement shall terminate as follows:


 


(a)            If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company
notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that
in the event that the Company does not locate a successor trustee within six (6) months of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever for any events occurring or actions taken after such deposit;


 


(b)            At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b); or


 


(c)            Upon
written notice from the Company to the Trustee in the event that the Trustee has committed any act of gross negligence, fraud or willful
misconduct.


 


6.             Miscellaneous.


 


(a)            The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee will
rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 






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(b)            This
Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to
conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may be
executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)            This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote
of the holders of at least two thirds of the then outstanding Ordinary Shares in respect of which votes are cast at a duly convened
general meeting of the Company; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his, her
or its election to redeem his, her or its Ordinary Shares in connection with a shareholder vote sought to amend this Agreement), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d)            The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: [    ]1

Email: [    ]


 


if to the Company, to:


 


Crypto 1 Acquisition Corp

1221 Brickell Avenue


Miami, Florida 33131

Attention: David Hytha, Chief Financial Officer

Email: david@crypto1.vip


 





 






1
Note to CST team: Please provide contact information.


 






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in either case with a copy
to:


 


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attn: Ari Edelman, Esq.


Email: AEdelman@reedsmith.com


 


(f)             Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(g)            This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(h)            This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(i)             Each
of the Company and the Trustee hereby acknowledges that the Underwriter is a third party beneficiary of this Agreement.


 


(j)             Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	 	CONTINENTAL
    STOCK TRANSFER & 

TRUST COMPANY, as Trustee
	 	 	 
	 	 	 
	 	 	By:	          
	 	 	 
	 	 	Name:	 
	 	 	 
	 	 	Title:	 
	 	 	 
	 	 	 
	 	 	CRYPTO
    1 ACQUISITION CORP
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	 
	 	 	Name:	 
	 	 	 
	 	 	Title:	 




 




     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of the Offering by wire transfer	 	$	3,500	 
	Annual fee	 	First year fee payable at initial closing of the Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$	250	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing rates	 



 




     


     


    

 


EXHIBIT A


 


[Letterhead of the Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: [  ]2


 


		Re:	Trust Account - Termination Letter



 


Dear [        ]:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [•] (the “Target Business”) to consummate a Business Combination
with the Target Business on or about [insert date]. The Company shall notify you at least 72 hours in advance of the actual date (or such
shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that B. Riley Securities, Inc. (the “Underwriter”)
(with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in the trust account at JPMorgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Underwriter
will earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification (the “Notification”) that the Business Combination has been
consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Underwriter
(with respect to the Deferred Discount) and the Company and (ii) the Company shall deliver to you (a) a certificate of the Chief
Executive Officer, which verifies the vote of the Company’s shareholders in connection with the Business Combination if a vote is
held and (b) joint written instructions (the “Instruction Letter”) signed by the Company and the Underwriter with
respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account. You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and
the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 





 






2
Note to CST team: Please provide contact information.


 






     


     


    

 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation
Date as set forth in the notice.


 


	 	 	Very
    truly yours,
	 	 	 
	 	 	CRYPTO
    1 ACQUISITION CORP
	 	 	 
	 	 	By:	              
	 	 	Name:	 
	 	 	Title:	 




 


	AGREED TO AND ACKNOWLEDGED BY:	 	 
	 	 	 
	B. RILEY SECURITIES, INC.	 	 
	 	 	 
	By:	                           	 	 
	 	 	 
	Name:	 	 	 
	 	 	 
	Title:	 	 	 




 




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EXHIBIT B


 


[Letterhead of the Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: [  ]3


 


		Re:	Trust
                                            Account – Termination
                                            Letter



 


Dear [   ]:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Combination with a target company within the time frame specified in the Company’s
Amended and Restated Memorandum and Articles of Association as described in the Company’s Registration Statement relating to the
Offering. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
to the trust account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [•],
20[•]4 as the date for the purpose of determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit
in the trust account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, to distribute said funds
directly to the Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles
of Association of the Company. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 





 






3
Note to CST team: Please provide contact information.


4
12 months from the closing of the Offering, or such later date upon an Extension, if any, effectuated pursuant to the Trust Agreement.



 






     


     


    

 





	 	 	Very
    truly yours,
	 	 	 
	 	 	CRYPTO
    1 ACQUISITION CORP
	 	 	 
	 	 	By:	              
	 	 	Name:	 
	 	 	Title:	 


 


		cc:	B. Riley Securities, Inc.



 




    - 15 -


     


    

 


EXHIBIT C


 


[Letterhead of the Company]


 


[Insert date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: [  ]5


 


		Re:	Trust Account – Tax Payment
Withdrawal Instruction



 


Dear [      ]:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), the Company hereby
requests that you deliver to the Company $[•] of the interest income earned on the Property as of the date hereof. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s
operating account at:


 





	[WIRE INSTRUCTION INFORMATION]
	 	 	 
	 	 	Very
    truly yours,
	 	 	 
	 	 	CRYPTO
    1 ACQUISITION CORP
	 	 	 
	 	 	By:	              
	 	 	Name:	 
	 	 	Title:	 


 


		cc:	B. Riley Securities, Inc.



 





 






5
Note to CST team: Please provide contact information.


 




    


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: [  ]6


 


	 	Re:	Trust Account – Shareholder
Redemption Withdrawal Letter



 


Dear [      ]:


 


Reference is made to the Investment
Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”). Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k) of
the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the
Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[•] of the proceeds
of the Trust Account to the checking account at [•] for distribution to the shareholders that have requested redemption of their
shares in connection with such Amendment.


 





	 	 	Very
    truly yours,
	 	 	 
	 	 	CRYPTO
    1 ACQUISITION CORP
	 	 	 
	 	 	By:	              
	 	 	Name:	 
	 	 	Title:	 


 


		cc:	B. Riley Securities, Inc.



 





 






6
Note to CST team: Please provide contact information.


 




     


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: [  ]7


 


		Re:	Trust Account – Extension
Letter



 


Dear [     ]:


 


Pursuant to Section 1(m) of
the Investment Management Trust Agreement between Crypto 1 Acquisition Corp (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [•], 2021 (the “Trust Agreement”), this is to advise
you that the Company is extending the time available to consummate a Business Combination for an additional three (3) months, from
_______ to _________ (the “Extension”).


 


This Extension Letter
shall serve as the notice required with respect to the Extension prior to the applicable Deadline. Capitalized words used herein
and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to deposit $2,000,000 [(or up to $2,300,000 if the Underwriter’s over-allotment
option was exercised in full)], which will be wired to you, into the Trust Account upon receipt.


 





	 	 	Very
    truly yours,
	 	 	 
	 	 	CRYPTO
    1 ACQUISITION CORP
	 	 	 
	 	 	By:	              
	 	 	Name:	Michael
    (Xu) Zhao
	 	 	Title:	Chief
    Executive Officer


 


		cc:	B. Riley Securities, Inc.



 





 






7Note to CST team: Please provide contact information.