Exhibit
10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [*], 2022 by and between TMT
Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
& Trust Company, a New York company (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-259879 (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 ordinary share of the Company, par value $0.0001 per share (the “Ordinary Share”)
and one right to receive two-tenths of 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 Maxim Group LLC,
as the representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Prospectus, $61,200,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as
defined in the Underwriting Agreement) (or $70,380,000 if the Underwriter’s 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”); 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 Bank of America 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 180 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, it being understood that the Trustee has no obligation to monitor or question the Company’s determination that
an investment is in compliance with the foregoing clause; the Company shall not instruct the Trustee to 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;


 




    	 



    	 



    

 


(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 Representatives 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 or in connection with the preparation or completion of the
audit of the Company’s financial statements by the Company’s auditors;


 


(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, Secretary or Chairman of the board of directors of the Company (the “Board”) 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
not previously released to the Company to pay its taxes (in the context of Exhibit B, net of any taxes payable and less up to
$61,200 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, or (y) upon the date which is the later of (i) 9 months (or up to 18 months
if the Company extends the period of time to consummate a business combination by the full amount of time) after the closing of the Offering
and (ii) 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 not previously released to the Company to pay its taxes (net of any taxes
payable and less up to $61,200 of interest that may be released to the Company to pay dissolution expenses) shall be distributed
to the Public Shareholders 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 Shareholders;


 


(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. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to the 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, the Trustee shall distribute to the Public Shareholders of record as of such date the amount requested by the Company
to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to approve an
amendment to the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the
Company’s obligation to redeem 100% of its public Ordinary Shares in connection with the consummation of an initial Business Combination
or if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended
and restated memorandum and articles of association. 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


 


(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 Chairman of the Company’s Board, President, Chief Executive
Officer, Chief Financial Officer, Secretary or other authorized officer of the Company. 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 Company consummates its 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 shareholders 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 shareholder meeting
verifying the vote of such shareholders regarding such Business Combination;


 


(e)
Provide the Representatives 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)
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. 





 


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, and in no event
shall the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result
of the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment
instruction;


 


(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 reasonably incurred 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;


 


(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) 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 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 ninety
percent (90%) of the then outstanding Ordinary Shares of the Company voting together as a single class; provided that no such amendment
will affect any Public Shareholder who has otherwise indicated his election to redeem his Ordinary Shares in connection with a shareholder
vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other than
to correct a typographical error) by a writing signed by each of the parties hereto. 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.


 


(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
facsimile or email transmission:


 


if
to the Trustee, to:


 


 Continental
 Stock Transfer & Trust Company


 1 State Street 30th
Floor 


 New York, NY 10004-1561 

Attn:
Relationship Management


Email:
mguzman@continentalstock.com 


 


if
to the Company, to:


 


Dajiang
Guo


Chief
Executive Officer


TMT
Acquisition Corp


 420
Lexington Avenue, Suite 2446, 


New
York, NY 10170 


Telephone:
(347) 627-0058


 


in
each case, with copies to:


 


The
Crone Law Group P.C.


 420
Lexington  Avenue, Suite 2446 


New
York, NY 10170 


Telephone:
(646) 861-7891


Attn.:
Mark E. Crone, Esq.,


Liang
Shih, Esq.


Email:
mcrone@cronelawgroup.com, lshih@cronelawgroup.com


 


and


 


Maxim
Group LLC


300
Park Avenue


New
York, NY 10174


Attn.:
Larry Glassberg


Email:
lglassberg@maximgrp.com


 




    	 



    	 



    

 


and


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn.:
Mitchell S. Nussbaum, Esq.,


David
J. Levine, Esq.


Telephone:
(212) 407-4000


 


(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 each 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:	 	 
	 	 
	TMT
    Acquisition Corp	 
	 	 	 
	By:	 	 
	Name:	Dajiang
    Guo	 
	Title:	Chief
    Executive Officer	 


 


[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.  	 	 	$	    	 
	 	 	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)  	 	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1  	 	 	$	   per item presented	 
	 	 	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i)  	 	 	Billed to Company upon delivery of service pursuant to Section 1(i)  	 	 	 	Prevailing rates	 





 




    	 



    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


 Continental
 Stock Transfer & Trust Company


 1 State Street, 30th Floor 


 New York, NY 10004-1561 


Attn:
Relationship Management


 


Re:
Trust Account No. Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between TMT Acquisition Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 202[ ] (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (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 forty-eight (48) 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
on [insert date], 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. It is acknowledged and agreed that while the funds are on deposit in the trust
checking account at Morgan Stanley, N.A., awaiting distribution, neither the Company nor the Representatives 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) [an affidavit] [a certificate] of the Chief Executive 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) a written instruction
signed by the Company and the Representatives with respect to the transfer of the funds held in 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.


 


[signature
page follows]


 




    	 



    	 



    

 


	Very
    truly yours,	 
	 	 
	TMT
    Acquisition Corp	 
	 	 
	By:	 	 
	Name:	Dajiang
    Guo	 
	Title:	Chief
    Executive Officer 	 


 


	cc:	Maxim
    Group LLC


 


[Signature
Page to Exhibit A of the Investment Management Trust Agreement]


 




    	 



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


 Continental
 Stock Transfer & Trust Company


 1 State Street, 30th Floor 


 New York, NY 10004-1561 

 


Attn:
Relationship Management


 


Re:
Trust Account No. Termination Letter


 


Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between TMT Acquisition Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 20[ ] (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 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 on [ ],
20[ ] and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to
the Public Shareholders. The Company has selected [ * ]1 as the record date for the purpose of determining the Public Shareholders
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 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(i) of the Trust Agreement.


 


	Very
    truly yours,	 
	 	 
	TMT
    Acquisition Corp	 
	 	 	 
	By:	 	 
	Name:	Dajiang
    Guo	 
	Title:	Chief
    Executive Officer	 


 


	cc:	Maxim
    Group LLC


 


1
12 months from the closing of the Offering (or up to 21 months from the closing of the Offering if the Company extends the period
of time to consummate a business combination)


 




    	 



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


 Continental
 Stock Transfer & Trust Company


 1 State Street, 30th Floor 


 New York, NY 10004-1561  

Attn:
Relationship Management


 


Re:
Trust Account No. Tax Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between TMT Acquisition Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 20[ ] (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,	 
	 	 
	TMT
    Acquisition Corp	 
	 	 	 
	By:	 	 
	Name:	Dajiang
    Guo	 
	Title:	Chief
    Executive Officer	 


 


	cc:	Maxim
    Group LLC


 




    	 



    	 



    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


 Continental
 Stock Transfer & Trust Company


 1 State Street, 30th Floor 


 New York, NY 10004-1561  


Attn:
Relationship Management


 


Re:
Trust Account No. Shareholder Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between TMT Acquisition Corp (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 20[ ] (the
“Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders 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 Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of
association to modify the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company
has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum
and articles of association. 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,	 
	 	 
	TMT
    Acquisition Corp	 
	 	 	 
	By:	 	 
	Name:	Dajiang
    Guo	 
	Title:	Chief
    Executive Officer	 


 


	cc:	Maxim
    Group LLC