Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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


 


WHEREAS, the Company’s registration statement on Form S-1, File
No. 333-XXXXXX (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 of the
Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of
one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (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 J.P. Morgan Securities LLC as representative (the “Representative”)
of the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described in the Prospectus, $206,000,000 of the gross
proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $236,900,000 if the
Underwriters’ option to purchase additional units 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 Ordinary Shares 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 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”);


 


WHEREAS, if an initial Business Combination (as defined below) is not
consummated within the initial eighteen (18) month period following the closing of the Offering, upon the request of the Sponsor, the
Company may extend such period up to two (2) times, each by an additional three (3) months (for a total of up to twenty-four (24) months
to complete an initial Business Combination), subject to the Sponsor or its affiliates or permitted designees depositing $2,000,000 (or
up to $2,300,000 depending on the extent to which the Underwriters’ over-allotment option is exercised) (in all cases, $0.10 per
public share) to the Trust Account for each of the available three-month extensions, for a total deposit of up to $4,000,000 (or up to
$4,600,000 depending on the extent to which the underwriter’s over-allotment option is exercised) (in all cases, $0.20 per public
share) to the Trust Account for a full six (6) months of extensions, no later than the applicable Deadline (as defined below) for such
Extension (as defined below), in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note from the
Company for such Extension payable upon consummation of a Business Combination;


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property
equal to $7,000,000, or $8,050,000 if the Underwriters’ option to purchase additional units is exercised in full, is attributable
to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters 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 in the United States at J.P. Morgan Chase Bank, N.A.
(or at another U.S chartered commercial bank with consolidated assets of $100 billion or more) 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 un-invested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits or other consideration;


 






     


     


    

 


(d) Collect and receive, when due, all principal, 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 its Chief Executive Officer, President, Chief
Financial Officer or other authorized officer of the Company, 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 us to
pay our income 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 (y) upon the date which is the later of (1) 18 months after the closing of the Offering
or during any Extension Period  (as defined below) and (2) 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
income 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. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially
deposited in the Trust Account;


 


(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 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, so long as there is no reduction in the principal
amount per share initially deposited in the Trust Account; 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 (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). 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 to the remitting brokers on behalf of Public Shareholders redeeming
Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders pursuant to the Company’s amended and
restated memorandum and articles of association;


 


(l) If an initial Business Combination is not consummated within
the initial eighteen (18) month period following the closing of the Offering, upon the request of the Sponsor, the Company may, but
will not be required to, extend such period up to two (2) times, each by an additional three (3) months (for a total of up to
twenty-four (24) months to complete an initial Business Combination), subject to the Sponsor or its affiliates or permitted
designees depositing $2,000,000 (or up to $2,300,000 depending on the extent to which the Underwriters’ over-allotment
option is exercised) (in all cases, $0.10 per public share) to the Trust Account for each of the available three-month extensions,
for a total deposit of up to $4,000,000 (or up to $4,600,000 depending on the extent to which the underwriter’s over-allotment
option is exercised) (in all cases, $0.20 per public share) to the Trust Account for a full six (6) months of extensions, no later
than the 18-month or 21-month anniversary of the Offering, as applicable (each, a “Deadline”) for such
extensions (each, an “Extension” and each such three-month period, an “Extension Period”), in exchange for
which the Sponsor or its affiliates or permitted designees will receive a non-interest bearing, unsecured promissory note from the
Company for such Extension payable upon consummation of a Business Combination;


 


(m) Upon receipt of an extension letter (“Extension
Letter”) substantially similar to Exhibit E hereto at least five (5) 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 such Deadline, follow the instructions set forth in the Extension Letter, including the deposit of the applicable dollar
amount specified in the Extension Letter to the Trust Account on or prior to such Deadline; and


 


(n) 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 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 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. 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) and
as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s shareholders
regarding a merger, share exchange, asset acquisition, share 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 shareholder meeting verifying the vote of such shareholders 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;


 


(f) 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;


 


(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;


 


(h) If the Company seeks to amend any provisions of its amended
and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to
provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial
Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination
within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the
Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter
(an Amendment Notification Letter”) in the form of Exhibit D providing instructions for
the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and (i)
Within five (5) business days after the Underwriters exercise their 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 a Deadline announcing that, at least five (5) days prior to the Deadline, the Company received notice from the Sponsor that the Sponsor
intends to deposit funds into the Trust Account for extending a Deadline and the board of directors of the Company has approved such Extension;
and


 


(j) Promptly following a 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;


 


(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 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 it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s 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;


 


(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


(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, 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 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 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. 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 sixty-five percent (65%) of the then outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single class; provided
that no such amendment will affect any Public Shareholder who has properly elected to redeem his, her or its Ordinary Shares
in connection with a shareholder vote to amend this Agreement to modify the substance or timing of the Company’s obligation to provide
for the redemption of the Public Shares in connection with an initial Business Combination or an Amendment or to redeem 100% of its Ordinary
Shares if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended
and restated memorandum and articles of association), 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 by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis E. Wolf, Jr. & Celeste Gonzalez 


Email: fwolf@continentalstock.com 


cgonzalez@continentalstock.com


 


if to the Company, to:


 


Cartica Acquisition Corp


c/o Cartica Management, LLC


1775 I Street NW, Suite 910


Washington, D.C. 20006


Attn: Brian Coad


Email: bcoad@carticaspac.com


 


in each case, with a copy to:


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, NY 10105

Attn: Barry I. Grossman, Esq.


E-mail: bigrossman@egsllp.com


 


and


 


J.P. Morgan Securities LLC 


383 Madison Avenue 


New York, NY 10179 


Attn: Equity Syndicate Desk 


  


In each case, with a copy to:


 


Ropes & Gray LLP 


1211 Avenue of the Americas


New York, NY 10036 


Attn: Paul D. Tropp 


E-mail: Paul.Tropp@ropesgray.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 and agrees
that the Representative on behalf of the Underwriters 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]


 






     


     


    

 


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:	 
	 	 
	 	CARTICA ACQUISITION CORP
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


[Signature Page to Investment Management Trust
Agreement]


 






     


     


    

 


SCHEDULE A 


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00	 
	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	 



 






    Sch-1


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account No. Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Cartica Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust
Company (“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 [insert date].
The Company shall notify you at least seventy-two (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 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 the trust operating account at
J.P. Morgan Chase Bank, N.A. 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 Representative (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 said trust operating account at
J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will 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 substantially 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) a certificate by the Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company,
which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b)
joint 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 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
notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Cartica Acquisition Corp
	 	 	 
	 	By:	          
	 	Name: 	 
	 	Title:	 



 


	cc:	J.P. Morgan Securities LLC


 






    A-1


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account No. Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Cartica 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 (the “Business Combination”)
within the time frame specified in the Company’s amended and restated memorandum and articles of association, 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 the trust operating account at J.P. Morgan
Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected __________ as the effective 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 operating account. 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 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, 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(j) of the Trust Agreement. 


 


	 	Very truly yours,
	 	 
	 	Cartica Acquisition Corp
	 	 	 
	 	By:	          
	 	Name: 	 
	 	Title:	 


 


	cc:	J.P. Morgan Securities LLC


 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account No. Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Cartica 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,
	 	 
	 	Cartica Acquisition Corp
	 	 	 
	 	By:	          
	 	Name: 	 
	 	Title:	 


 


	cc:	J.P. Morgan Securities LLC


 






    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account No. Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment Management
Trust Agreement between Cartica 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’s shareholders $___________ of the principal and 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.


 


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 trust operating account at [     ] for distribution to the shareholders that
have requested redemption of their shares in connection with such Amendment. 


 


	 	Very truly yours,
	 	 
	 	Cartica Acquisition Corp
	 	 	 
	 	By:	           
	 	Name: 	 
	 	Title:	 


 


	cc:	J.P. Morgan Securities LLC


 






    D-1


     


    

 


EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf & Celeste Gonzalez


 


Re: Trust Account Extension Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(m) of the Investment Management Trust Agreement
between Cartica Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of [_____], 2021
(“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 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 $_________, which will be wired to you, into the Trust Account investments upon receipt.


 


This is the [first/second] of up to two Extension Letters.


 


	 	Very truly yours,
	 	 
	 	Cartica Acquisition Corp
	 	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	 


 


	cc:	J.P. Morgan Securities LLC


 



    E-1