Exhibit 10.3


 


INVESTMENT MANAGEMENT
TRUST AGREEMENT


 


This
Agreement is made as of [●], 2021 by and between UTXO Acquisition Inc. (the “Company”) and Continental Stock Transfer
& Trust Company (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-__________________________ (“Registration Statement”)
for its initial public offering of securities (“IPO”) is made effective as of ____________, 2021 (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Registration Statement); and


 


WHEREAS,
Univest Securities, LLC (the “Representative”) is acting as the representative of the underwriters in the IPO; and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
$50,500,000 ($58,075,000 if the over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement
of units 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 Company’s Class A common share, par
value $0.0001 per share (“Common Share”), issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee
and any interest subsequently earned thereon will be 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,
a portion of the Property equal to $1,500,000 is attributable to deferred underwriting discounts and commissions (the “Deferred
Discount”) that shall become payable by the Company to the underwriters upon the consummation of an initial business combination
(as described in the Registration Statement, a “Business Combination”); 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;


 


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. 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 (the “Investment Company Act”),
having a maturity of 180 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds
itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under
the Investment Company Act, 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 and the Trustee may earn
bank credits or other consideration during such periods;








 






     


     


    

 


(d)
Collect and receive, when due, all principal and 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 Representatives of all communications received by it with respect to any Property requiring action
by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(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 receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on
behalf of the Company by its Chief Executive Officer or Chief Financial Officer, affirmed by counsel for the Company  and, in the
case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, jointly signed 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 franchise and income taxes and up to $100,000 to pay Working Capital Expenses, (and in the case of
a Termination Letter in a form substantially similar to the attached hereto as Exhibit B, less up to $50,000 of interest that may be released
to the Company to pay dissolution expenses, only as directed in the Termination Letter and the other documents referred to therein; provided,
however, that in the event that a Termination Letter has not been received by the Trustee within the period of time provided in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time (“Last Date”), the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed
to the Public Shareholders promptly after the Last Date.


 


(j)
Upon receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit E, signed on behalf of the Company by
its Chief Executive Officer or Chief Financial Officer and, distribute to Public Shareholders who exercised their conversion rights in
connection with an amendment to Article Nineth of the Company’s amended and restated certificate of incorporation [or other charter
document, as appropriate] (an “Amendment”) an amount equal to the pro rata share of the Property relating to the Common Share
for which such Public Shareholders have exercised conversion rights in connection with such Amendment.


 


(k)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit F hereto at least five days prior
to the Applicable Deadline, signed on behalf of the Company by one of the Company’s Chief Executive Officer, Chief Financial Officer
or one of its executive officers and affirmed by counsel for the Company, and receipt of the dollar amount specified in the Extension
Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension Letter.


 


2. Limited Distributions
of Income from Trust Account.


 


(a)
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, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any tax obligation owed by the Company and up to $100,000 to pay Working Capital Expenses;


 




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(b) Upon written request
from the Company following the Last Date, which may be given in a form substantially similar to that attached hereto as Exhibit D, signed
on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, or one of the Company’s other executive officers,
the Trustee shall distribute to the Company up to fifty Thousand Dollars ($50,000) of interest income earned on the Property and requested
by the Company to cover expenses directly related to the Company’s liquidation (i.e., only those expenses incurred after the Last
Date attributable to the Company’s liquidation); provided, however, that the Company will not be allowed to withdraw interest income
earned on the trust account pursuant to this Section 2(b) unless there are sufficient funds available to pay the Company’s tax obligations
on such interest income or otherwise then due at that time.


 


(c) The written requests
of the Company referenced above in 2(a) and 2(b) shall constitute presumptive evidence that the Company is entitled to said funds, and
the Trustee shall have no responsibility to look beyond said request;


 


(d) The limited distributions
referred to in Section 2(a) and 2(b) above shall be made only from income collected on the Property. Except as provided in Section 2(a)
and 2(b) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) or 1(j) hereof.


 


(e) The Company shall provide
the Representatives with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


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


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by its Chief Executive Officer, Chief Financial Officer, or other executive
officer of the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 2(a) above, 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 the provisions of Section 5 of this Agreement, 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 claim,
potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to this Agreement,
the services of the Trustee hereunder, or the Property or any income earned from investment of 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 paragraph, 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 consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section 2(a)
as set forth on Schedule A hereto, 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 such payment is in connection with the consummation of a Business Combination.
The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter
on the anniversary of the Effective Date;


 




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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 verifying the vote
of the Company’s Shareholders regarding such Business Combination;


 


(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f)
If the Company’s Shareholders approve an Amendment, provide the Trustee with an Amendment Notification Letter in the form of Exhibit
E providing instructions for the distribution of funds to Public Shareholders who exercise their conversion option in connection with
such Amendment; and


 


(g)
Within five business days after the Representatives, on behalf of the underwriters in the IPO, exercise the over-allotment option (or
any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with a copy to the
Representative) of the total amount of the Deferred Discount.


 


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


 


(a)
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 party except for liability arising out of its own gross negligence, fraud or willful misconduct;


 


(b)
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;


 


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


 


(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 exercise of its own best judgment, except for its 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 is believed
by the Trustee, 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 correctness of the information set forth in the Registration Statement or to confirm or assure that any business combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
File local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver
payee statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned
on the Property;


 




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(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 


(j)
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; or


 


(k)
Verify calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1 (j) or 2(a) above.


 


5. 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 3(b)
or Section 3(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.


 


6. 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 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 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 3(b) and Section 5.


 


(c)
If the Offering is not consummated within ten business days of the date of this Agreement, in which case any funds received by the Trustee
from the Company or its sponsor, as applicable, shall be returned promptly following the receipt by the Trustee of written instructions
from the Company.


 


7. Miscellaneous.


 


(a)
The Company and the Trustee will each restrict access to confidential information relating to funds being transferred to or from the Trust
Account 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 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 or willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any error in
the information supplied to it or funds transferred based on such information.


 


(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. The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, 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.


 




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(c)
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.


 


(d)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i) and 1(j) (which may not be amended under any circumstances), this Agreement or any provision hereof may only be changed,
amended, or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification
may be made without the prior written consent of the Representative. The Trustee may require from Company counsel an opinion as to the
propriety of any proposed amendment.


 


(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, by email
or by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste
Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


UTXO Acquisition Inc.


203 N LaSalle ST, #2100


Chicago, IL60601


 


in either case with a
copy (which copy shall not constitute notice) to:


 


Univest Securities, LLC


375 Park Avenue 15th Floor


New York, NY 10152


Attn: Edric Guo


yguo@univest.us


 


Getech Law LLC


203 N LaSalle ST, #2100


Chicago, IL 60601


Attn: Ge (Linda) Lei


linda.lei@getechlaw.com


and


 


Hunter Taubman
Fischer & Li LLC


1450 Broadway,
26th Floor


New York, NY
10018


Attn: Ying Li


yli@htflawyers.com


 


(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)
Each of the Trustee and the Company 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.


 


(h)
Each of the Company and the Trustee hereby acknowledges that the Representatives, on behalf of the several underwriters, are third party
beneficiaries of this Agreement (including Section 7(d) and the Trustee’s obligations under this Agreement with respect thereto
with the same right and power to enforce these provisions as either of the parties hereto) acknowledge that the Representatives are third
party beneficiaries of this Agreement.


 


[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:
	 	 	 
	 	UTXO Acquisition Inc.
	 	 	 
	 	By:	 
	 	 	Name: Wei Huang
	 	 	Title: Chief Executive Officer





 




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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 Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	Prevailing rates	 




 




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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 No. XXX-XX0349 - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between UTXO Acquisition Inc. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of [●], 2021 (“Trust Agreement”), this is to advise you that the Company
has entered into an agreement with [●] to consummate a business combination (“Business Combination”) on or about [insert
date]. The Company shall notify you at least 72 hours in advance of the actual date of the consummation of the Business Combination (“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 liquidate the Trust Account investments and to transfer the
proceeds to the above-referenced account at J.P Morgan Chase Bank, N.A to the effect that, on the Consummation Date, all of 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. It is acknowledged and agreed that while the funds are on deposit in the Trust Operating Account at J.P. Morgan Chase 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 and (ii) the Company shall deliver to you (a) a certification by 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
from the Company and the Representatives with respect to the transfer of the funds held in the Trust Account (“Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s
letter and the Instruction Letter, (x) to the underwriters in an amount equal to the Deferred Discount as directed by the Representatives
and (y) the remainder 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 of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms hereof, 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 you 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,
	 	 
	 	UTXO Acquisition Inc.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	AGREED TO AND ACKNOWLEDGED BY:	 
	 	 
	Univest Securities, LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




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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 No. XXX-XX0349 - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between UTXO Acquisition Inc. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of [●], 2021 (“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 Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. 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 the Trust Account investments and to transfer
the total proceeds to the Trust Operating Account at J.P. Morgan Chase, N.A. to await distribution to the Public Shareholders. The Company
has selected [                    ,
20    ] as the date for 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, to distribute said funds directly to
the Public Shareholders 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 in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 	 
	 	UTXO Acquisition Inc.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


		cc:	Univest Securities, LLC



 




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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 No. XXX-XX0349___[Tax Withdrawal][Working Capital Withdrawal] Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to paragraph 2(a)
of the Investment Management Trust Agreement between UTXO Acquisition Inc. (“Company”) and Continental Stock Transfer&
Trust Company (“Trustee”), dated as of                    ,
2020 (“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. The Company needs such funds to pay for its [tax obligations][working capital expenses].
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,
	 	 	 
	 	UTXO Acquisition Inc.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


		cc:	Univest Securities, LLC



 




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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 No. XXX-XX0349


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 2(b) of
the Investment Management Trust Agreement between UTXO Acquisition Inc. (“Company”) and Continental Stock Transfer& Trust
Company (“Trustee”), dated as of               , 2021
(“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, which does not exceed, in the aggregate with all such prior disbursements
pursuant to Section 2(b), if any, the maximum amount set forth in Section 2(b). The Company needs such funds to pay its expenses relating
to its liquidation. 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]


 


	 	UTXO Acquisition Inc.
	 	 	 
	 	By:	 
	 	 	Name: 
	 	 	Title: 


 


		cc:	Univest Securities, LLC



 




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EXHIBIT E


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


One State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. XXX-XX0349 - Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference is made to the Investment
Management Trust Agreement between UTXO Acquisition Inc. (“Company”) and Continental Stock Transfer & Trust Company, dated
as of                 , 2021 (“Trust Agreement”).
Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Sections 1(j)
and 3(g) 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 on [    ] in order
to transfer $_____ of the proceeds of the Trust to the Trust Operating Account at JP Morgan Chase Bank, NA for distribution to the shareholders
that have requested redemption of their shares in connection with such Amendment.


 


[WIRE INSTRUCTION INFORMATION]  


 


	 	Very truly yours,
	 	 
	 	UTXO Acquisition Inc.


 


		cc:	Univest Securities, LLC



 




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EXHIBIT F


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street Plaza, 30th Floor


New York, NY 10004-1561

Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account No. [              ] Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between UTXO Acquisition Inc. (“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 in order to consummate a Business Combination
with the Target Businesses for an additional three (3) months, from _______ to _________ (the “Extension”).


 


This Extension Letter shall
serve as the notice required with respect to 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 $_____, which will be wired to you, into the Trust Account upon receipt. These
funds should be invested in [__________________________] or [the same manner as the funds currently on deposit in the Trust Account].


 


This is the ____ of up to
three Extension Letters that the Company is permitted to deliver to you pursuant to the Trust Agreement. 


 


	 	Very truly yours,
	 	 	 
	 	UTXO Acquisition Inc.
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


		cc:	Univest Securities, LLC



 


 


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