Exhibit 10.1


 


 


 


PRIVATE AND CONFIDENTIAL


 


To the attention of:


 


Mr. Charles Ratelband


 


ClimateRock


50 Sloane Avenue, London. SW3 3DD


 


London, 21 September 2022


 


Dear Charles,


 


Pursuant to our prior conversations , we are pleased
to now formally confirm the arrangements under which Gluon Partners LLP, (“GLUON”, “we” or “us”)
is engaged by ClimateRock, a special purpose acquisition company, with an address 50 Sloane Avenue, London, SW3 3DD, United Kingdom (hereinafter,
the “Company” or “you”), to act in an exclusive consultancy role for the management and coordination
of one or more business combinations between the Company and one or more energy transition companies (each of those a “Transaction”
and all together, the “Transactions”) and the coordination of other advisors involved in the Transactions and the integration
of their respective services. It is understood that where references are made to the future, such as “will”, this is also
deemed to include Services (as defined below) provided prior to the execution of the agreement.


 


	1.	Scope of Services



 


Our consultancy services (the “Services”)
will include the evaluation of targets, the preparation, analysis and management of material information regarding potential Transactions
and business combination scenarios and the evaluation of financing scenarios, including the coordination and integration of advisory work
provided by other advisors, and predominantly Alantra, Newbridge Securities Corp., K2 Management, Ellenoff Grossman & Schole LLP,
Simmons & Simmons, and Maxim Group LLC.


 


We will not be responsible for giving or obtaining
commercial advice or special advice or service in areas which are outside our expertise, such as that normally carried out by a financial,
legal, accountancy, tax or environmental adviser, or where you will (or customarily would) have other advisers involved.


 


In providing the Services, GLUON may assume that
all your directors and officers and employees named by you from whom we receive instructions are duly authorized to give any such instructions
and may do anything which is reasonable or necessary either for GLUON to perform the Services or to comply with any applicable laws, rules,
regulations, authorizations, consents or practices as may be reasonable or appropriate.


 






     


     


    

 





 


	2.	Fees



 


Transaction Success Fee


 


The Company shall pay GLUON a remuneration for
its Services as follows:


 


		●	USD 500,000 upon Completion of one or more Transactions
with an aggregate purchase price equal to or less than USD 400,000,000; and



 


		●	USD 500,000 upon Completion of one or more Transactions
with an aggregate purchase price of greater than USD 400,000,000. For the avoidance of doubt this means that the total remuneration for
Transactions with an aggregate purchase price of more than USD 400,000,001 will be USD 1,000,000. 



 


The Transaction purchase price will correspond
to the purchase price paid to the sellers of the applicable Target, including cash, debt and equity funded payments.


 


Each Transaction Success Fee shall be payable
upon consummation of the applicable Transaction (i.e. when the transaction is closed, following fulfillment, if applicable, of conditions
precedent) regardless of (i) the calendar for the payment of the purchase price, (ii) how the purchase price is funded, (iii) any deferred
payment subsequent to consummation of the Transaction, or (iv) any adjustments to the price of the Transaction subsequent to consummation
(“Completion”).


 


In the event of Completion, any accrued fees (i.e.
$10,000/month recurring fees) owed by the Company to GLUON will be waived.


 


	3.	Expenses, Invoicing and Taxes



 


In addition to the fees described in Section
2 above, the Company will reimburse GLUON for all reasonable
and documented out-of-pocket expenses incurred in connection with providing the Services for the Transactions, which will be billed from
time-to-time. Generally, these represent travel, accommodation, document production, telecommunications and courier costs and related
matters; provided that (i) no individual expense (or series of related expenses) in excess of USD 10,000 shall be incurred without prior
written approval by the Company and (ii) no expenses may be incurred, in the aggregate, in excess of USD 50,000 without prior written
approval by the Company.


 


The Company will pay its own fees and expenses
and general Transaction related fees and expenses incurred in connection with providing the Services for the Transaction including without
limitation, those related to the Company’s legal counsels and auditors, any due diligence investigations conducted by third parties
commissioned by the Company, the cost of any investor presentations, fees, and printing costs.


 


All amounts payable to GLUON under the terms of
this letter agreement shall be paid to GLUON free and clear of, and without any deduction or withholding for or on account of, any current
or future taxes, levies, duties, or charges. Without limiting the foregoing, all amounts payable will be exclusive of value added tax
or any other similar taxes (“VAT”). All amounts charged will be invoiced together with VAT, where appropriate.


 


All amounts payable by the Company hereunder
shall be payable within 15 days of presentation of an invoice by GLUON. All invoicing will be in USD.


 


50 Sloane Avenue, London SW3 3DD, United Kingdom


 






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	4.	Information, Confidentiality and Publicity



 


The Company will furnish or cause to be furnished
to GLUON such information as we believe appropriate to execute the Transactions and will provide GLUON with access to the officers, directors,
employees, auditors, counsels and other representatives of the Company and its affiliates.


 


GLUON will rely on the accuracy and completeness,
without independent verification, of any information we receive in connection with this engagement. We will not independently evaluate
or appraise any assets or liabilities that may be involved in this engagement.


 


The Company will be solely responsible for the
content of the information it will furnish to GLUON that is used in the course of the Transactions; provided that any information provided
on behalf of a Target shall be to the best of the Company’s knowledge. Consequently, it should not be understood that GLUON, through
the elaboration of the documents regarding the Transactions (hereinafter the “Analysis”), guarantees the completeness
or accuracy of facts set forth in such documents which were not generated by or derived from GLUON.


 


The criteria used to prepare the Analysis are
based on estimates of future results of the Company and the targets, their businesses and assets and in light of the inherent uncertainties
of any information concerning the future, some of these hypotheses might not materialize as defined herein.


 


Also, the Analysis are based on current economic
and market conditions and, in case these vary in the future, they should be revised.


 


In light of the foregoing, neither GLUON nor any
of its subsidiaries, officers, directors, employees, auditors, counsels and other representatives accept any responsibility whatsoever
for damages or losses that, directly or indirectly, may derive from the decisions that are adopted based on the Analysis, nor of the use
that the recipients make of the Analysis, except in the case of damages or losses resulting from a GLUON’s misconduct or negligence.


 


GLUON acknowledges that, in connection with the
Services to be provided pursuant to this letter agreement, certain confidential, non-public and proprietary information concerning the
Company, the Targets, any potential business combination and any potential investors in connection therewith (“Company Confidential
Information”) has been or may be directly or indirectly disclosed by the Company, a Target or their respective Representatives
to GLUON or its Representatives. GLUON agrees that, without the Company’s prior consent, no Company Confidential Information will
be (x) used by GLUON or its Representatives other than in connection with performing the Services under this agreement or (y) disclosed,
in whole or in part, by GLUON or its Representatives to any other person other than: (i) to those Representatives of GLUON who need access
to such Confidential Information for purposes of performing the Services to be provided hereunder, who are informed of the confidential
nature of such information and bound by non-disclosure and non-use obligations consistent with the provisions of this agreement; (ii)
to the Company, its Board of Directors or executive officers and each of the Company’s other Representatives bound by confidentiality
obligations; or (iii) as may be required by applicable law, regulation, SEC or stock exchange requirement or legal process (“Legal
Requirement”). The term “Company Confidential Information” does not include any information: (a) that was already
in the possession of GLUON or any of its Representatives on a non-confidential basis prior to the time of disclosure to GLUON or such
Representatives; (b) obtained by GLUON or any of its Representatives from a third person which, insofar as is known to GLUON or such Representatives
after reasonably inquiry, is not subject to any prohibition against disclosure; (c) which was or is independently developed by GLUON or
any of its Representatives without use of or reference to any Confidential Information or violating any confidentiality obligations under
this agreement or any applicable PIPE agreement; or (d) which was or becomes generally available to the public through no fault of or
breach of this agreement or, if applicable, any PIPE engagement by GLUON or its Representatives. If GLUON or its Representative becomes
required by Legal Requirement to disclose any Confidential Information, (x) GLUON shall provide prompt notice thereof (to the extent permitted
by Legal Requirement) to the Company reasonably in advance of any disclosure, (y) GLUON will (and will cause its Representatives to) reasonably
cooperate (at the sole expense of the Company) with any reasonable request of the Company to seek an order or other remedy to prevent
or narrow such disclosure, and (z) if after compliance with clauses (x) and (y) above, such disclosure is still required after giving
effect to any successful efforts by the Company to prevent or narrow such disclosure, GLUON or its Representative, as applicable, may
disclose only that Confidential Information which its counsel advises it is required by Legal Requirement to disclose. For purposes of
this letter agreement, the term “Representatives” with respect to any person shall mean such person’s affiliates and
its and its affiliate’s respective directors, managers, officers, employees, consultants, shareholders, advisors, appraisers, agents
and other representatives.


 


50 Sloane Avenue, London SW3 3DD, United Kingdom


 






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GLUON acknowledges that U.S. securities laws and
other laws prohibit any person who has material, non-public information concerning a public company from purchasing or selling any of
its securities, and from communicating such information to any person under circumstances in which it is reasonably foreseeable that such
person is likely to purchase or sell such securities. GLUON acknowledges that the confidentiality provisions of this Section 4 shall be
deemed to be an agreement to keep the Company Confidential Information in confidence as contemplated by Regulation FD promulgated by the
SEC. In addition, GLUON acknowledges and agrees that some of the Company Confidential Information (including the fact that discussions
between the Company and any Target have been undertaken with respect to a Transaction) may be considered “material non-public information”
for purposes of the federal securities laws and that GLUON and its Representatives will abide by all securities laws relating to the handling
of and acting upon material non-public information of the Company.


 


Any advice or opinions provided by GLUON may
not be disclosed or referred to publicly or to any third party except in accordance with our prior written consent, except when required
to be disclosed by any supervisory body or authority or by other Legal Requirement. The Company agrees to keep confidential the terms
of this engagement.


 


The Company acknowledges and agrees that GLUON
may describe or refer to GLUON’s involvement in any Transaction resulting from its engagement under this letter agreement and its
services rendered in any advertisements placed in financial or other newspapers and journals (at GLUON’s expense) and in any pitch,
presentation or other such similar marketing materials which GLUON uses as part of its ordinary course of management and financial consultancy
services, in the web page of the GLUON Group or in its annual reports provided that (i) the intended Transactions are completed, (ii)
the Transaction becomes public other than as a result of GLUON’s disclose.


 


The obligations of GLUON set forth in this Section
4 shall remain in effect during the term of this agreement and for a period of two (2) years after the termination or expiration of this
agreement.


 


	5.	Delegation and agents



 


The Company agrees that GLUON, after written approval
by the Company which not be unreasonably withheld may appoint one or more of its subsidiaries or affiliates or such other person or persons
as GLUON thinks fit to act as agent, delegate, sub-contractor or otherwise in connection with or pursuant to the Transactions and also
agrees that we may authorise such persons to further sub-delegate their appointment.


 


This power of delegation shall be without prejudice
to GLUON’s responsibility to the Company for the fulfilment of GLUON’s obligations. References in this letter agreement to
“GLUON”, “we” and “us” shall, save where the context otherwise requires, include any such subsidiaries,
affiliates, agents, delegates, or subcontractors.


 


50 Sloane Avenue, London SW3 3DD, United Kingdom


 






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	6.	Term and Termination



 


This engagement comes in full force and effect
on the date of signature by both the Company and GLUON and may be terminated (i) by the Company or by GLUON at any time with or without
cause upon 15 days written notice and without any liability or continuing obligation to you or to us (a “Convenience Termination”)
or (ii) by providing written notice to the other party in the event that the other party has breached this letter agreement in any material
respect and failed to cure such breach within 10 days after receipt of notice of such material breach from the terminating party (a “Cause
Termination”);provided that, Section 4 (Information, Confidentiality and Publicity), Section 8 (Liability and Indemnification),
Section 10 (Applicable Law and Jurisdiction), Section 11 (Waiver Against Trust) will remain in full force and effect regardless of any
such termination. It is agreed that by executing this agreement the Company also ratifies any and all Services provided by Gluon prior
to the execution of this agreement.


 


GLUON will be entitled to receive the Transaction
Success Fee while this letter agreement is in force or in the case of a Convenience Termination by the Company or a Cause Termination
by GLUON, within 12 months of the date of termination of this letter agreement. For the avoidance of doubt, in the event of a Convenience
Termination by GLUON or a Cause Termination by the Company, GLUON shall not be entitled to any Transaction Success Fee after such termination.
No termination or expiration of this letter agreement or GLUON’s engagement hereunder shall affect the Company’s obligation
to reimburse GLUON in accordance with Section 3 herein for its reasonable accrued expenses incurred in performance of the Services prior
to such termination.


 


	7.	Exclusivity



 


While this agreement is in force, you undertake
not to entrust to other consultants similar undertakings relating to the Services described in this letter agreement in Europe and the
United Kingdom.


 


	8.	Liability and indemnification



 


Subject to Section 11, the Company agrees to indemnify
and hold harmless GLUON and its directors, officers, agents, employees, affiliates and controlling parties (each a “Indemnified
Party”) from and against any and all losses, claims, damages or liabilities (or actions in respect thereof) relating to the
performance by GLUON of the Services contemplated by this letter agreement and will reimburse any Indemnified Party for all expenses (including
reasonable legal fees and expenses) as they are incurred in connection with investigating, preparing or defending any such action or claim,
except where a court of competent jurisdiction has rendered a final judgment that such action or claim resulted from GLUON’s wilful
misconduct or gross negligence.


 


50 Sloane Avenue, London SW3 3DD, United Kingdom


 






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GLUON will only be liable (whether directly or
indirectly, in contract or tort or otherwise) to the Company and any of its affiliates in connection with the Transaction when a court
of competent jurisdiction has rendered a final judgment that such action or claim resulted from GLUON wilful misconduct or gross negligence.
The parties agree to limit the liability of GLUON when it has acted with gross negligence or wilful misconduct up to the amount of the
fees paid by the Company in accordance with this document. This limitation of responsibility is the result of the negotiations held by
the parties, whereby the amount of the fees to be received by GLUON has been agreed taking into account the maximum amount which may be
claimed to GLUON in connection with its liability hereunder. Any responsibility on the side of the GLUON shall be assumed by GLUON and,
accordingly, any responsibility of its group companies and its board members, directors or employees, is hereby expressly assumed by GLUON.


 


Client agrees that GLUON cannot be held liable
or deemed in default under the present letter agreement for any breach of an obligation arising hereunder, when such failure is solely
the responsibility of a third party, which is not under the control of GLUON. In addition, GLUON’s liability cannot be increased
by any agreement made by the Company, with a third party, without the consent of GLUON, that limits the liability of that third party.


 


	9.	Data Protection



 


The Company is hereby informed and expressly consents,
by signing this agreement, to the processing of the personal data voluntarily provided in the course of the Transaction, as well as of
any data which might be provided to GLUON, directly or indirectly, for the enforcement of this agreement or regarding the contracting
of any service or product, even after the end of the contractual relation, including, if applicable, any communication or international
data transfer among members of the GLUON Group which might be made for the purposes specified in our Data Protection Policy (the “Data
Protection Policy”).


 


Where you provide personal data on behalf of another
individual, you are responsible for notifying that individual that you have provided their personal data to us and directing them to our
Data Protection Policy so they can see how we will process their personal data. The Company guarantees the accuracy and truthfulness of
the personal data provided, undertaking to keep them duly updated and to notify to GLUON of any changes.


 


By executing this agreement, the Company accepts
the processing and communication of its personal data by GLUON for the delivery of information and advertising on the GLUON Group products
and services. In any case, your consent to the treatment of your data for these purposes is revocable, and you may withdraw your consent
or exercise any of the rights mentioned in our Data Protection Policy.


 


50 Sloane Avenue, London SW3 3DD, United Kingdom


 






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	10.	Applicable law and jurisdiction



 


This agreement shall be governed by and construed
in accordance with the laws of the United Kingdom. The parties irrevocably agree that the Courts of the United Kingdom have the exclusive
jurisdiction to settle any disputes which may arise out of or in connection with this letter and that accordingly any suit, action or
proceeding arising out of or in connection with this letter may be brought in such courts.


 


	11.	Waiver Against Trust



 


Reference is made to the final prospectus of The
Company, dated as of April 27, 2022 and filed with the Securities and Exchange Commission (File No. 333- 263542) on April 29, 2022 (the
“Prospectus”). GLUON understands that The Company has established a trust account (the “ Trust Account”
) containing the proceeds of its initial public offering (the “ IPO” ) and the overallotment securities acquired by
its underwriters and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time
thereon) for the benefit of the Company’ s public stockholders (including overallotment shares acquired by the Company’s underwriters),
and that, the Company may disburse monies from the Trust Account only as described in the Prospectus, its organizational documents or
the Investment Management Trust Agreement entered into in connection with the IPO. For and in consideration of the Company entering into
this letter agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, GLUON
hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this letter agreement, neither
GLUON nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any
monies in the Trust Account or distributions therefrom, or make any claim against the Trust Account (including any distributions therefrom),
regardless of whether such claim arises as a result of, in connection with or relating in any way to, this letter agreement or any proposed
or actual business relationship between the Company or its Representatives, on the one hand, and GLUON or its Representatives, on the
other hand, or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal
liability (collectively, the “Released Claims”). GLUON on behalf of itself and its affiliates hereby irrevocably waives
any Released Claims that GLUON or any of its affiliates may have against the Trust Account (including any distributions therefrom) now
or in the future as a result of, or arising out of, this letter agreement and will not seek recourse against the Trust Account (including
any distributions therefrom) for any reason whatsoever (including for an alleged breach of this Letter agreement or any other agreement
with the Company or its affiliates). GLUON agrees and acknowledges that such irrevocable waiver is material to this letter agreement and
specifically relied upon by the Company and its affiliates to induce the Company to enter in this letter agreement, and GLUON further
intends and understands such waiver to be valid, binding and enforceable against GLUON and each of its affiliates under applicable law.
The provisions of this Section 11 shall survive any expiration or termination of this letter agreement and continue indefinitely.


 


	12.	General



 


This letter agreement represents the entire agreement
between the Company and GLUON with respect to this engagement and may only be amended in writing. Each provision of this letter agreement
is severable and if any such provision is or becomes invalid or illegal or unenforceable, the remaining provisions will not be affected.


 


50 Sloane Avenue, London SW3 3DD, United Kingdom


 






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This letter agreement may be executed in any number
of counterparts, each of which when executed and delivered shall constitute an original of this letter agreement, but all the counterparts
shall together constitute the same agreement.


 


Should the terms and conditions of the present
agreement become acceptable to you, please sign and return the copy enclosed.


 


Before signing this document, please read the
basic data protection information given in the Data Protection clause. By signing this document, you consent to the processing of your
personal data in the terms and conditions stipulated in such clause.


 


In this letter agreement, the term: (i) “including”
(and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”;
(ii) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or
association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (iii)
“affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly
or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where
the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the
direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise).


 


For the avoidance of doubt, any reference in this
letter agreement to an affiliate of the Company prior to the closing of a business combination will include its sponsor, U.N. SDG Support
LLC.


  


Yours sincerely,


 


Gluon Partners LLP


 





	/S/
    Maxamilian Delamain	 
	Maxamilian Delamain	 
	 	 


 





	 	Agreed and accepted,
	 	 
	 	Climate
    Rock
	 	 
	 	/S/
    Charles Ratelband
	 	Charles Ratelband


 


50 Sloane Avenue, London
SW3 3DD, United Kingdom


 


 


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