Exhibit 4.5


 


RIGHTS AGREEMENT


 


This Rights Agreement (this “Agreement”)
is made as of [_______], 2022 between ClimateRock, a Cayman Islands exempted company, with offices at 50 Sloane Avenue, London, SW3 3DD,
United Kingdom (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at
One State Street, 30th Floor, New York, New York 10004 (“Rights Agent”).


 


WHEREAS, the Company is engaged in a public offering
(“Public Offering”) of 7,500,000 units (or up to 8,625,000 units if the underwriters’ over-allotment option is exercised
in full), each unit (“Unit”) comprised of one Class A Ordinary Share with par value $0.0001 per share of the Company (“Class
A Ordinary Share”), one-half of one redeemable warrant and one right to receive one-tenth of one Class A Ordinary Share, subject
to adjustment, upon the happening of the triggering event described herein (“Right”), and, in connection therewith, will issue
and deliver up to 7,500,000 Rights (or up to 8,625,000 Rights if the underwriters’ over-allotment option is exercised in full) to
the public investors; and





 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “SEC”) a Registration Statement on Form S-1, File No. 333-263542 (“Registration Statement”),
and related Prospectus (“Prospectus”) for the registration, under the Securities Act of 1933, as amended (“Act”),
of, among other securities, the Rights and the Class A Ordinary Shares issuable to the holders of the Rights; and


 


WHEREAS, the Company desires the Rights Agent to
act on behalf of the Company, and the Rights Agent is willing to so act, in connection with the issuance, registration, transfer and exchange
of the Rights; and


 


WHEREAS, the Company desires to provide for the
form and provisions of the Rights, the terms upon which they shall be issued, and the respective rights, limitation of rights, and immunities
of the Company, the Rights Agent, and the holders of the Rights; and


 


WHEREAS, all acts and things have been done and
performed which are necessary to make the Rights, when executed on behalf of the Company and countersigned by or on behalf of the Rights
Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this
Agreement.


 






     


     

    




 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Rights Agent. The Company hereby appoints
the Rights Agent to act as agent for the Company for the Rights, and the Rights Agent hereby accepts such appointment and agrees to perform
the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Rights.


 


2.1. Form of Right. Each Right shall
be issued in registered form only, shall be in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein
and shall be signed by, or bear the facsimile signature of, the Chairman of the Board or Chief Executive Officer and the Secretary of
the Company and shall bear a facsimile of the Company’s seal. In the event the person whose facsimile signature has been placed
upon any Right shall have ceased to serve in the capacity in which such person signed the Right before such Right is issued, it may be
issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2. Effect of Countersignature. Unless
and until countersigned by the Rights Agent pursuant to this Agreement, a Right shall be invalid and of no effect and may not be exchanged
for Class A Ordinary Shares.


 


2.3. Registration.


 


2.3.1. Right Register. The Rights Agent
shall maintain books (“Right Register”) for the registration of original issuance and the registration of transfer of the
Rights. Upon the initial issuance of the Rights, the Rights Agent shall issue and register the Rights in the names of the respective holders
thereof in such denominations and otherwise in accordance with instructions delivered to the Rights Agent by the Company.


 


2.3.2. Registered Holder. Prior to due
presentment for registration of transfer of any Right, the Company and the Rights Agent may deem and treat the person in whose name such
Right shall be registered upon the Right Register (“registered holder”) as the absolute owner of such Right and of each Right
represented thereby (notwithstanding any notation of ownership or other writing on the Right Certificate made by anyone other than the
Company or the Rights Agent), for the purpose of the exchange thereof, and for all other purposes, and neither the Company nor the Rights
Agent shall be affected by any notice to the contrary.


 


2.4. Detachability of Rights. The securities
comprising the Units, including the Rights, will not be separately transferable until the earlier to occur of: (i) the 52nd day following
the date of the Prospectus or (ii) the announcement by Maxim Group, LLC, as representative of the underwriters in the Public Offering,
of its intention to allow separate earlier trading, except that in no event will the securities comprising the Units be separately tradeable
until the Company files a Current Report on Form 8-K with the SEC which includes an audited balance sheet reflecting the receipt by the
Company of the gross proceeds of the Public Offering and the Company issues a press release and files a Current Report on Form 8-K with
the SEC announcing when such separate trading shall begin.


 


3. Terms and Exchange of Rights


 


3.1. Rights. Each Right shall entitle
the holder thereof to receive one-tenth of one Class A Ordinary Share upon the happening of an Exchange Event (defined below). No additional
consideration shall be paid by a holder of Rights in order to receive his, her or its Class A Ordinary Shares upon an Exchange Event as
the purchase price for such Class A Ordinary Shares has been included in the purchase price for the Units. In no event will the Company
be required to net cash settle the Rights or issue fractional Class A Ordinary Shares.


 


3.2. Exchange Event. An “Exchange
Event” shall occur upon the Company’s consummation of an initial Business Combination (as defined in the Company’s Amended
and Restated Memorandum and Articles of Association).


 






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3.3. Exchange of Rights.


 


3.3.1. Issuance of Class A Ordinary Shares.
As soon as practicable upon the occurrence of an Exchange Event, the Company shall direct holders of the Rights to return their Rights
Certificates to the Rights Agent. Upon receipt of a valid Rights Certificate, the Company shall issue to the registered holder of such
Right(s) the number of full Class A Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed
by him, her or it and issue to such registered holder(s) a certificate or book-entry position for the such shares. Notwithstanding the
foregoing, or any provision contained in this Agreement to the contrary, in no event will the Company be required to net cash settle the
Rights. The Company shall not issue fractional shares upon exchange of Rights. In the event that any holder would otherwise be entitled
to any fractional share upon exchange of Rights, at the time of an Exchange Event, the Company will instruct the Right Agent how any such
entitlement will be addressed. To the fullest extent permitted by the Company’s Amended and Restated Memorandum and Articles of
Association the Company reserves the right to deal with any such fractional entitlement at the relevant time in any manner permitted by
the Act and the Amended and Restated Memorandum and Articles, which would include the rounding down of any entitlement to receive Class
A Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement), or the holder being entitled to
hold any remaining fractional entitlement (without any share being issued) and to aggregate the same with any future fractional entitlement
to receive shares in the Company until the holder is entitled to receive a whole number. Any rounding down and extinguishment may be done
with or without any in lieu cash payment or other compensation being made to the holder of the relevant Rights, such that value received
on exchange of the Rights may be considered less than the value that the holder would otherwise expect to receive.


 


3.3.2. Valid Issuance. All Class A Ordinary
Shares issued upon an Exchange Event in conformity with this Agreement and the Amended and Restated Memorandum and Articles of Association
of the Company shall be validly issued, fully paid and nonassessable.


 


3.3.3. Date of Issuance. Each person
in whose name any such certificate or book-entry position for Class A Ordinary Shares is issued shall for all purposes be deemed to have
become the holder of record of such shares on the date of the Exchange Event, irrespective of the date of delivery of such certificate
or entry of position.


 


3.3.4 Company Not Surviving Following Exchange
Event. Upon an Exchange Event in which the Company does not continue as the publicly held reporting entity, the definitive agreement
will provide for the holders of Rights to receive the same per share consideration the holders of the Class A Ordinary Shares will receive
in such transaction, for the number of shares such holder is entitled to pursuant to Section 3.3.1 above. If the Company does not continue
as the publicly held reporting entity upon an Exchange Event, each holder of a Right will be required to affirmatively convert his/her
or its rights in order to receive the 1/10 share underlying each right (without paying any additional consideration) upon consummation
of the Exchange Event. In such a case, each holder of a Right will be required to indicate his, her or its election to convert the Rights
into underlying shares as well as to return the original certificates evidencing the Rights to the Company.


 


3.5 Duration of Rights. If an Exchange
Event does not occur within the time period set forth in the Company’s Amended and Restated Memorandum and Articles of Association,
as the same may be amended from time to time, the Rights shall expire and shall be worthless.


 


4. Transfer and Exchange of Rights.


 


4.1. Registration of Transfer. The
Rights Agent shall register the transfer, from time to time, of any outstanding Right upon the Right Register, upon surrender of such
Right for transfer, properly endorsed with signatures properly guaranteed and accompanied by appropriate instructions for transfer. Upon
any such transfer, a new Right representing an equal aggregate number of Rights shall be issued and the old Right shall be cancelled by
the Rights Agent. The Rights so cancelled shall be delivered by the Rights Agent to the Company from time to time upon request.


 


4.2. Procedure for Surrender of Rights.
Rights may be surrendered to the Rights Agent, together with a written request for exchange or transfer, and thereupon the Rights Agent
shall issue in exchange therefor one or more new Rights as requested by the registered holder of the Rights so surrendered, representing
an equal aggregate number of Rights; provided, however, that in the event that a Right surrendered for transfer bears a restrictive legend
and the new Rights to be issued will not bear a restrictive legend, the Rights Agent shall not cancel such Right and issue new Rights
in exchange therefor until the Rights Agent has received an opinion of counsel for the Company stating that such transfer may be made
and indicating no restrictive legend is required.


 






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4.3. Fractional Rights. The Rights
Agent shall not be required to effect any registration of transfer or exchange which will result in the issuance of a Right Certificate
for a fraction of a Right.


 


4.4. Service Charges. No service charge
shall be made for any exchange or registration of transfer of Rights.


 


4.5. Right Execution
and Countersignature. The Rights Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement,
the Rights required to be issued pursuant to the provisions of this Section 4, and the Company, whenever required by the Rights Agent,
will supply the Rights Agent with Rights duly executed on behalf of the Company for such purpose. 


 


5. Other Provisions Relating to Rights
of Holders of Rights.


 


5.1. No Rights as Shareholder. Until
exchange of a Right for Class A Ordinary Shares as provided for herein, a Right does not entitle the registered holder thereof to any
of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions,
exercise any preemptive rights to vote or to consent or to receive notice as shareholders in respect of the meetings of shareholders or
the election of directors of the Company or any other matter. 


 


5.2. Lost, Stolen, Mutilated, or Destroyed
Rights. If any Right is lost, stolen, mutilated, or destroyed, the Company and the Rights Agent may on such terms as to indemnity
or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Right, include the surrender thereof), issue
a new Right of like denomination, tenor, and date as the Right so lost, stolen, mutilated, or destroyed. Any such new Right shall constitute
a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen, mutilated, or destroyed Right shall be
at any time enforceable by anyone.


 


5.3. Reservation of Class A Ordinary Shares.
The Company shall at all times reserve and keep available a number of its authorized but unissued Class A Ordinary Shares that will be
sufficient to permit the exchange of all outstanding Rights issued pursuant to this Agreement.


 


6. Concerning the Rights Agent and Other
Matters.


 


6.1. Payment of Taxes. The Company
will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Rights Agent in respect of the issuance
or delivery of Class A Ordinary Shares upon the exchange of Rights, but the Company shall not be obligated to pay any transfer taxes in
respect of the Rights or such Class A Ordinary Shares.


 


6.2. Resignation,
Consolidation, or Merger of Rights Agent.


 


6.2.1. Appointment of Successor Rights Agent.
The Rights Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities
hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Rights Agent becomes vacant by resignation
or incapacity to act or otherwise, the Company shall appoint in writing a successor Rights Agent in place of the Rights Agent. If the
Company shall fail to make such appointment within a period of 30 days after it has been notified in writing of such resignation or incapacity
by the Rights Agent or by the holder of the Right (who shall, with such notice, submit his, her or its Right for inspection by the Company),
then the holder of any Right may apply to the Supreme Court of the State of New York for the County of New York for the appointment of
a successor Rights Agent at the Company’s cost. Any successor Rights Agent, whether appointed by the Company or by such court, shall
be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal office in the
Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Rights Agent shall be vested with all the authority, powers,
rights, immunities, duties, and obligations of its predecessor Rights Agent with like effect as if originally named as Rights Agent hereunder,
without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Rights Agent shall execute
and deliver, at the expense of the Company, an instrument transferring to such successor Rights Agent all the authority, powers, and rights
of such predecessor Rights Agent hereunder; and upon request of any successor Rights Agent the Company shall make, execute, acknowledge,
and deliver any and all instruments in writing for more fully and effectually vesting in and confirming to such successor Rights Agent
all such authority, powers, rights, immunities, duties, and obligations.


 






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6.2.2. Notice of Successor Rights Agent.
In the event a successor Rights Agent shall be appointed, the Company shall give notice thereof to the predecessor Rights Agent and the
transfer agent for the Class A Ordinary Shares not later than the effective date of any such appointment.


 


6.2.3. Merger or Consolidation of Rights
Agent. Any corporation into which the Rights Agent may be merged or with which it may be consolidated or any corporation resulting
from any merger or consolidation to which the Rights Agent shall be a party shall be the successor Rights Agent under this Agreement without
any further act.


 


6.3. Fees and Expenses
of Rights Agent.


 


6.3.1. Remuneration. The Company agrees
to pay the Rights Agent reasonable remuneration for its services as such Rights Agent hereunder and will reimburse the Rights Agent upon
demand for all expenditures that the Rights Agent may reasonably incur in the execution of its duties hereunder.


 


6.3.2. Further Assurances. The Company
agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further
and other acts, instruments, and assurances as may reasonably be required by the Rights Agent for the carrying out or performing of the
provisions of this Agreement.


 


6.4. Liability of
Rights Agent.


 


6.4.1. Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Rights Agent shall deem it necessary or desirable that any fact or
matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other evidence
in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by
the Chief Executive Officer or Chief Financial Officer and delivered to the Rights Agent. The Rights Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


6.4.2. Indemnity. The Rights Agent shall
be liable hereunder only for its own gross negligence, willful misconduct or bad faith. Subject to Section 6.6 below, the Company agrees
to indemnify the Rights Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable counsel
fees, for anything done or omitted by the Rights Agent in the execution of this Agreement except as a result of the Rights Agent’s
gross negligence, willful misconduct, or bad faith.


 


6.4.3. Exclusions. The Rights Agent shall
have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Right (except
its countersignature thereof); nor shall it be responsible for any breach by the Company of any covenant or condition contained in this
Agreement or in any Right; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization
or reservation of any Class A Ordinary Shares to be issued pursuant to this Agreement or any Right or as to whether any Class A Ordinary
Shares will when issued be valid and fully paid and nonassessable.


 


6.5. Acceptance of Agency. The Rights
Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set
forth.


 


6.6 Waiver. The Rights Agent hereby
waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution
of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Rights Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for
any Claim against the Trust Account for any reason whatsoever.


 






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7. Miscellaneous Provisions.


 


7.1. Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or the Rights Agent shall bind and inure to the benefit of their
respective successors and assigns.


 


7.2. Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Rights Agent or by the holder of any Right to or on the Company shall
be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within
five days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the
Rights Agent), as follows:


 


ClimateRock


50 Sloane Avenue

London, SW3 3DD, United Kingdom

Attn: Per Regnarsson, Chief Executive Officer and Director


 


Any notice, statement or demand authorized by this Agreement to be
given or made by the holder of any Right or by the Company to or on the Rights Agent shall be sufficiently given when so delivered if
by hand or overnight delivery or if sent by certified mail or private courier service within five days after deposit of such notice, postage
prepaid, addressed (until another address is filed in writing by the Rights Agent with the Company), as follows:


 


Continental Stock Transfer & Trust
Company


One State Street, 30th Floor


New York, New York 10004


Attn: Compliance Department


 


with a copy to:


 


Ellenoff Grossman & Schole, LLP


1345 Avenue of the Americas,


New York, NY 10105


Attn: Jessica Yuan, Esq.


 


and


 


ArentFox Schiff LLP


1717 K Street NW


Washington, DC 20006


Attn: Ralph V. De Martino, Esq. and
Cavas Pavri, Esq.


 


and


 


Maxim Group LLC


300 Park Ave


16th Floor


New York, NY 10022


Attn: Justin Rabinowitz


 






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7.3. Applicable Law and Exclusive Forum. The
validity, interpretation, and performance of this Agreement and of the Rights shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another
jurisdiction. The Company hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this
Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District
of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection
to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, (i) the provisions
of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for
which the federal district courts of the United States of America are the sole and exclusive forum, and (ii) unless the Company consents
in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the full extent
permitted by law, be the exclusive form for the resolution of any complaint asserting a cause of action arising under the Securities Act
or the rules and regulations promulgated thereunder. Any person or entity purchasing or otherwise acquiring any interest in the Rights
shall be deemed to have notice of and to have consented to the forum provisions in this Section 7.3. If any action, the subject matter
of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or
the United States District Court for the Southern District of New York (a “Foreign Action”) in the name of any Rights holder,
such Rights holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located within
the State of New York or the United States District Court for the Southern District of New York in connection with any action brought
in any such court to enforce the forum provisions (an “Enforcement Action”), and (y) having service of process made upon such
warrant holder in any Enforcement Action by service upon such warrant holder’s counsel in the Foreign Action as agent for such warrant
holder.


 


7.4. Persons Having Rights under this Agreement.
Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed,
to confer upon, or give to, any person or corporation other than the parties hereto and the registered holders of the Rights and, for
the purposes of Sections 7.4 and 7.8 hereof, Maxim Group LLC, any right, remedy, or claim under or by reason of this Agreement or of any
covenant, condition, stipulation, promise, or agreement hereof. Maxim Group LLC shall be deemed to be a third-party beneficiary of this
Agreement with respect to Sections 7.4 and 7.8 hereof. All covenants, conditions, stipulations, promises, and agreements contained in
this Agreement shall be for the sole and exclusive benefit of the parties hereto (and Maxim Group LLC with respect to the Sections 7.4
and 7.8 hereof) and their successors and assigns and of the registered holders of the Rights. The provisions of this Section 7.4 may not
be modified, amended or deleted without the prior written consent of Maxim Group LLC.


 


7.5. Examination of the Right Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Rights Agent in the Borough of Manhattan, City
and State of New York, for inspection by the registered holder of any Right. The Rights Agent may require any such holder to submit his,
her or its Right for inspection by it.


 


7.6. Counterparts. This Agreement may
be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an
original, and all such counterparts shall together constitute but one and the same instrument.


 


7.7. Effect of Headings. The Section
headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


7.8 Amendments. This Agreement may
be amended by the parties hereto without the consent of any registered holder (i) for the purpose of curing any ambiguity, or curing, correcting or supplementing any mistake, including to conform the provisions of
this Agreement to the description of the terms of the Rights and this Agreement set forth in the Prospectus, or any defective provision
contained herein or (ii) for the purpose of adding or changing any other provisions with respect to matters or questions arising under
this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the interest of the
registered holders. All other modifications or amendments shall require the written consent or vote of the registered holders of
a majority of the then outstanding Rights. The provisions of this Section 7.8 may not be modified, amended or deleted without the prior
written consent of Maxim Group LLC.


 


7.9 Severability. This Agreement shall
be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability
of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision,
the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, this Agreement has been duly
executed by the parties hereto as of the day and year first above written.


 


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


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY


 


	 	By:	 
	 	 	Name: 
	 	 	Title:   


 


[Signature Page to Right Agreement]