Exhibit
10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Aetherium
Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New
York limited purpose trust company (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-258072 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of which
consists of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and
one-half of one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one share of Common Stock (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; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton, division of Benchmark
Investments, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”);
and


 


WHEREAS, as described in the
Prospectus, $101,500,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting
Agreement) (or $116,725,000 if the Underwriters’ over-allotment option is exercised in full) 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 Common Stock included in the Units issued in the Offering as hereinafter provided (the
amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders 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 $3,500,000, or $4,025,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with 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 in the United States at JPMorgan Chase Bank,
N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee, and at a
brokerage institution selected by the Trustee that is reasonably 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 in United States government securities within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule),
which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may not invest in any other
securities or assets, it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder; while the account funds are invested or uninvested, 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 Representative 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 the 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;


 


(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 (x) receipt of, and only in accordance with, the terms of a letter from the Company (“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 any of its Co-Chief Executive Officers (or Chief Executive Officer, as applicable), Chief Financial Officer, Secretary or Chairman
of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit
A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in
the Trust Account, including interest not previously released to the Company to pay its taxes, only as directed in the Termination Letter
and the other documents referred to therein, or (y) upon the date which is 18 months after the closing of the Offering, 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 not
previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution
expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee
receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property
because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the
Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Stockholders;


 


(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, withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation 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; provided, further, that if the tax
to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise
tax bill from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting
forth the actual amount payable. The written request of the Company in the form of Exhibit C 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 (it being
acknowledged and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust
Account);


 


(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, the Trustee shall distribute to the Public
Stockholders of record as of such date the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation
(a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination
or certain amendments to the Company’s amended and restated certificate of incorporation prior thereto or to redeem 100% of the
shares of Common Stock included in the Units sold in the Offering if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s amended and restated certificate of incorporation or (b) with respect to any
other provision relating to stockholders’ rights or pre-initial Business Combination activities. 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; and


 




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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.


 


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, any of its Co-Chief Executive Officers (or Chief Executive Officer, as applicable),
Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(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 expenses, including reasonable 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 or delayed. 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 or delayed. 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 the
consummation of the Business Combination. 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 monthly 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;


 


(d)
In connection with any vote of the Company’s stockholders
regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving
the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of
the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e)
Provide the Representative 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;


 




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(f)
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;


 


(g)
Within four (4) business days after the Underwriters
exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with
a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than $3,500,000; and


 


(h)
Unless otherwise agreed between the Company and the
Representative, 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 Representative
on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person.


 


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;


 


(b)
Take any action with respect to the Property, other
than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of
the Trustee’s 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 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)
Refund any depreciation in principal of any Property;


 


(e)
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;


 


(f)
The other parties hereto or to anyone else for any action
taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s reasonable 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,
which counsel may be the Company’s counsel), 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;


 


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


 


(h)
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;


 


(i)
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;


 




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(j)
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, franchise and income tax obligations, except
pursuant to Section 1(j) hereof; or


 


(k)
Verify calculations, qualify or otherwise approve the
Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and 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, pending which
the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed 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 ninety (90) days 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; or


 


(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).


 


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 shall 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.


 


(b)
This Agreement shall be governed by and 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.


 


(c)
This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. 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.


 




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(d)
This Agreement or any provision hereof may only be changed,
amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders, it being the specific intention of the parties
hereto that each of the Company’s stockholders is, and shall be, a third party beneficiary of this Section 6(d) with the same right
and power to enforce this Section 6(d) as the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the
Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation
Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares
of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted
in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record as of the record date who hold
sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share,
of the Company voting together as a single class, have delivered to such entity a signed writing approving such change, amendment or
modification. No such amendment will affect any Public Stockholder who has otherwise indicated his, her or its election to redeem his,
her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from
the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment
in reliance thereon.


 


(e)
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.


 


(f)
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 by email transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Aetherium
Acquisition Corp.


79B Pemberwick Rd.


Greenwich, CT 06831


Telephone:
(650) 450-6836


Attn.:
Jonathan Chan and David Kopp, Co-Chief Executive Officers


 


in
each case, with copies to:


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn.:
Mitchell S. Nussbaum, Esq.


Telephone:
(212) 407-4000


Email:
mnussbaum@loeb.com








 




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and


 


EF
Hutton, division of Benchmark Investments, LLC


590
Madison Avenue


39th
Floor


New
York, NY 10022


Attn.:
Legal Department


 


and


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attention:
Barry I. Grossman, Esq.


Telephone:
(212) 370-1300


Email:
bigrossman@egsllp.com


 


(g)
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.


 


(h)
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.


 


(i)
This Agreement may be executed and/or delivered in any
number of original, facsimile or electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act
of 2000, e.g., www.docusign.com or www.echosign.com) or other transmission method counterparts and any counterpart so delivered shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


(j)
Each of the Company and the Trustee hereby acknowledges
and agrees that the Representative, on behalf of the Underwriters, is a third party beneficiary of this Agreement.


 


(k)
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:	 
	 	 	 
	 	Aetherium
    Acquisition Corp.
	 	 	 
	 	By:	            
	 	Name:
    	 
	 	Title:
    	 





 


[Signature
Page to Investment Management Trust Agreement]


 




    	 



    	 



    

 


SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial
    set-up fee.	 	Initial
    closing of Offering by wire transfer.	 	$	 	 
	 	 	 	 	 	 	 
	Trustee
    administration fee	 	Payable
    annually. First year fee payable at initial closing of Offering by wire transfer thereafter by wire transfer or check.	 	$	 	 
	 	 	 	 	 	 	 
	Transaction
    processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Billed
    to Company following disbursement made to Company under Section 1	 	$	

    per item presented	 
	 	 	 	 	 	 	 
	Paying
    Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed
    to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing
    rates	 


 




    	 



    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account – Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Aetherium 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 Target Business (the “Business Combination”) on or about [●]. The Company shall notify you at least
seventy-two (72) hours in advance of the actual date of the consummation of the Business Combination (or such shorter time period as
you may agree) (the “Consummation Date”). Capitalized terms used but not defined herein 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 into 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 the Company
shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect
to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan
Chase Bank, N.A., awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you a certification by any of its Co-Chief Executive Officers (or Chief Executive Officer, as applicable)
of the vote with an affidavit which verifies that the Business Combination has been approved by a vote of the Company’s stockholders,
if a vote is held and (b) a written instruction signed by the Company and the Representative with respect to the transfer of the funds
held in the Trust Account, including payment of the Deferred Discount to the Representative from the Trust Account (the “Instruction
Letter”). 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, net of any payments necessary for reasonable unreimbursed expenses related
to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


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 Section 1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	   
	 	Aetherium
    Acquisition Corp.
	 	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 


EF
Hutton, division of Benchmark Investments, LLC


 


	By:	 	 
	Name:	 	 
	Title:	 	 


 


 




    	 



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account – Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Aetherium 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 Business within the time frame specified
in the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s Prospectus relating to
the Offering. Capitalized terms used but not defined herein 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 into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected [●]1 as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms
of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds,
net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the
Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very
    truly yours,
	 	   
	 	Aetherium
    Acquisition Corp.
	 	 	 
	 	By:	              
	 	Name:	 
	 	Title:	 


 





 



1
18 months from the closing of the Offering. 


 




    	 



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account – Tax Payment Withdrawal Instruction


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Aetherium 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 but not defined herein 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,
	 	   
	 	Aetherium
    Acquisition Corp.
	 	 	 
	 	By:	                
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez:


 


Re:
Trust Account – Stockholder Redemption Withdrawal Instruction


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Aetherium 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 redeeming Public Stockholders of the Company $[●] of the principal and interest
income earned on the Property as of the date hereof into a segregated account held by you on behalf of the Beneficiaries. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (a) to modify
the substance or timing of the Company’s obligation to allow redemption in connection with an initial Business Combination or certain
amendments to the Company’s amended and restated certificate of incorporation prior thereto or to redeem 100% of the shares of
Common Stock included in the Units sold in the Offering if the Company has not consummated an initial Business Combination within such
time as is described in the Company’s amended and restated certificate of incorporation or (b) with respect to any other provision
relating to stockholders’ rights or pre-initial Business Combination activities. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter into a segregated account held by you on behalf
of the Beneficiaries.


 


	 	Very
    truly yours,
	 	   
	 	Aetherium
    Acquisition Corp.
	 	 	 
	 	By:	               
	 	Name:	 
	 	Title: