Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


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


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-263542 (the “Registration Statement”) and prospectus (the
“Prospectus”) for the initial public offering of the Company’s units (the “Units”), each of
which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary
Shares”), one right that entitles the holder thereof to receive one-tenth (1/10) of one Class A Ordinary Share upon the Company’s
initial business combination (the “Right”) and one-half of one redeemable warrant exercisable to purchase one
Class A Ordinary Share at a price of $11.50 per share upon the consummation of the Company’s initial business combination (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 representative (the
“Representative”) of the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, the Company initially
has 12 months from the consummation of the IPO (the “Initial Period”) to consummate an initial business combination
(as described in the Registration Statement, a “Business Combination”); and


 


WHEREAS, if a Business Combination
is not consummated within the Initial Period, U.N. SDG Support LLC, a Delaware limited liability company (the “Sponsor”)
may extend such period up to two times, each by a three-month period (each, an “Extension”), by depositing $750,000
(or $862,500 if the underwriters’ over-allotment option is exercised in full) into the Trust Account (as defined below) on
or prior to the date of the applicable deadline, for each of the two available three month extensions (each, an “Applicable Deadline”)
providing a total possible business combination period of 18 months at a total payment value of $1,500,000 (or $1,725,000 if the
underwriters’ over-allotment option is exercised in full); and


 


WHEREAS, as described
in the Prospectus, $76,125,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting
Agreement) (or $87,543,750 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a trust account located at all times in the United States (the “Trust Account”) for the benefit
of the Company and the holders of Class A 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, pursuant to the Underwriting
Agreement, a portion of the Property equal to $2,250,000, or $2,587,500 if the Underwriters’ over-allotment option is exercised
in full, is attributable to deferred underwriting discounts and commissions (the “Deferred Discount”) that will be payable
by the Company to the Underwriters upon and concurrently with the consummation of the 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.


 


NOW THEREFORE, IT IS
AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion
or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 






     


     


    

 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a
timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 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; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder; while funds are invested
or univested on deposit, the Trustee may earn bank credits or other consideration;


 


(d) Collect and
receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein; 


 


(e) Promptly notify
the Company and the Representative of all communications received by the Trustee with respect to any Property requiring action by the
Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completing 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 or Chairman of the board of directors of the Company (the
“Board”), and in the case of 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 (which interest shall be net of any taxes payable
and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit B, less up
to $50,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein,
or (y) upon the date which is the later of (i) 12 months (or up to 18 months) 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 (which interest shall be net of any taxes payable and less up to $50,000 of interest
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;


 






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(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, as applicable; 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
per share initially deposited in the Trust Account. The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)  Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D,
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 (i) that would affect the ability of holders of public Ordinary Shares
to exercise redemption rights or 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 or (ii) with respect to any other provision relating to shareholders’
rights or pre-initial Business Combination activity;


 


(l)  Not make
any withdrawals or distributions from the Trust Account other than pursuant to Sections ‎1(i), ‎1(j) or ‎1(k) above;
and


 


(m) Upon receipt
of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at least five days prior to the
Applicable Deadline, signed on behalf of the Company by one of the Company’s executive officers, affirmed by counsel for the Company,
and jointly acknowledged and agreed to by Maxim Group LLC, 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.  Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)  Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer or Chairman of the Board.
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
out-of-pocket 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;


 






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(c) Pay the
Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that
the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections ‎1(i) through ‎1(k) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The 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, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e) Provide
the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)  Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement;


 


(g)   If applicable,
issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days prior to the Applicable
Deadline, the Company received notice from the Sponsor that the Sponsor intends to extend the Applicable Deadline; and


 


(h) Promptly
following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended.


 


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


 


(a)  Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


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


 


(c)  Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d)  Refund any depreciation in
principal of any Property;


 






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


 


(k)  Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections ‎1(i), ‎1(j) and ‎1(k) hereof.


 


4.  Trust Account
Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or
to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have
now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section ‎2(b) or Section ‎2(c) hereof, the Trustee shall pursue
such Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


5.  Termination. This Agreement
shall terminate as follows:


 


(a)  If the
Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of
copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from
the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the
United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 






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(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); or


 


(c)  If the
Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the
Trustee from the Company or U.N. SDG Support LLC for purposes of funding the Trust Account shall be promptly returned to the Company or
U.N. SDG Support LLC, as applicable.


 


6.  Miscellaneous.


 


(a)  The Company
and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b)  This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.


 


(c)  This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections ‎1(i), ‎1(j) and ‎1(k) hereof
(which sections may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding
Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company voting together as a single class; provided that
no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem his, her or its 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.


 


(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, by electronic mail
or by facsimile transmission:


 






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if to the Trustee, to:


 


Continental Stock Transfer & Trust Company 


One State Street, 30th Floor 


New York, NY 10004 


Attn: Francis Wolf and Celeste Gonzalez 


 


	 	Email:	fwolf@continentalstock.com


cgonzalez@continentalstock.com


 


if to the Company, to:


 


ClimateRock 


50 Sloane Avenue


London, SW3 3DD, United Kingdom 


Attn: Per Regnarsson 


 


	 	Email:	per.regnarsson@gluongroup.com


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11th Floor

New York, NY 10105 


Attn: Jessica Yuan, Esq. 


 


	 	Email:	jyuan@egsllp.com


 


and


 


Maxim Group LLC 


300 Park Avenue, 16th Floor

New York, NY 10022


Attn.: Justin Rabinowitz


 


	 	Email:	jrabinowitz@maximgrp.com


 


and


 


ArentFox Schiff LLP 


901 K Street NW, Suite 700


Washington, DC 20006


Attn: Cavas S. Pavri


 


	 	Email:	Cavas.pavri@afslaw.com.com


 


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


 


(g)  Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(h)  This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement
may be executed 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.


 


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


 


(k)  Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By: 	 
	 	 	Name: 	Francis Wolf
	 	 	Title: 	Vice President


 


	 	CLIMATEROCK
	 	 
	 	By: 	 
	 	 	Name: 	Per Regnarsson
	 	 	Title: 	Chief Executive Officer


 


[Signature Page to Investment Management Trust
Agreement]


 



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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of Offering by wire transfer	 	$	3,500	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000	 
	 	 	 	 	 	 	 
	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	 	$	250.00	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Sections ‎1(i) and ‎1(k)	 	Billed to Company upon delivery of service pursuant to Sections ‎1(i) and ‎1(k)	 	 	Prevailing rates	 


 






    Sched. A-1


     


    

 


EXHIBIT A


 


[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  Termination Letter


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section ‎1(i) of
the Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2022 (the “Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [•] (the “Target Business”) to consummate a business combination
with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at
least seventy-two (72) hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business
Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have the meanings set forth
in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date (including as directed to it by Maxim Group LLC (with respect to the Deferred Discount)). It is acknowledged and agreed that while
the funds are on deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will earn no
interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially,
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the
Company shall deliver to you (a) a certificate of the Chief Executive Officer or Chief Financial Officer of the Company, which verifies
that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint written
instruction signed by the Company and Maxim Group LLC, with respect to the transfer of the funds held in the Trust Account, including
payment of amounts owed to Public Shareholders who have properly exercised their redemption rights and payment of the Deferred Discount
to Maxim Group LLC from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the
terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in Section ‎1(c) of the Trust Agreement on the business
day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


	 	Very truly yours,  
	 	 
	 	ClimateRock 
	 	 
	 	By:	 
	 	 	Name:	Per Regnarsson
	 	 	Title:	Chief Executive Officer


 


Agreed and acknowledged by:


 


Maxim Group LLC


 


	By:	 	 
	 	Name:	 
	 	Title:	 


 






    A-1


     


    

 


EXHIBIT B


 


[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  Termination Letter


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section ‎1(i) of
the Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2022 (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 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 [●] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their
share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to
distribute said funds directly to the Company’s Public 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, 
	 	 
	 	ClimateRock
	 	 
	 	By:	 
	 	 	Name:	Per Regnarsson
	 	 	Title:	Chief Executive Officer and Director


 


cc: Maxim Group LLC


 






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EXHIBIT C


 


[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  Tax Payment Instruction


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section ‎1(j) of
the Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2022 (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, 
	 	 
	 	ClimateRock
	 	 
	 	By:	 
	 	 	Name:	Per Regnarsson
	 	 	Title:	Chief Executive Officer


 


cc: Maxim Group LLC


 






    C-1


     


    

 


EXHIBIT D


 


[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  Shareholder Redemption Withdrawal Instruction


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section ‎1(k) of the
Investment Management Trust Agreement between ClimateRock (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2022 (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 for distribution to the Shareholders
who have requested redemption of their Ordinary Shares. 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 provisions of the Company’s amended and restated memorandum and articles of association (i) that
would affect the substance or timing of the Company’s obligation to redeem 100% of its public Ordinary Shares if the Company does
not complete its initial Business Combination within the required time period or (ii) with respect to any other provision relating
to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer
(via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours, 
	 	 
	 	ClimateRock
	 	 
	 	By:	 
	 	 	Name:	Per Regnarsson
	 	 	Title:	Chief Executive Officer and Director


 


cc: Maxim Group LLC


 






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EXHIBIT E


 


[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 Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(m) of
the Investment Management Trust Agreement between ClimateRock (“Company”) and Continental Stock Transfer & Trust Company,
dated as of [ ], 2022 (“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,
	 	 
	 	ClimateRock
	 	 	 
	 	By:	 
	 	Name:	Per Regnarsson
	 	Title:	Chief Executive Officer


 


	And
	AGREED TO AND
	ACKNOWLEDGED BY
	 
	Maxim Group LLC
	 
	By:	                         	 


 


 


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