Exhibit 10.1


 


April [__], 2022


 


ClimateRock


50 Sloane Avenue


London, SW3 3DD, United Kingdom


 


Re: Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among ClimateRock, a Cayman Islands exempted company (the “Company”), and Maxim Group LLC, as representative
(the “Representative”) of the several underwriters (the “Underwriters”), relating
to an underwritten initial public offering (the “Public Offering”) of 8,625,000 of the Company’s units
(including 1,125,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units to cover over-allotments,
the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share
(the “Ordinary Shares”), one right (the “Right”) and one-half of one redeemable warrant
(each whole warrant, a “Warrant”). Each Right entitles the holder thereof to receive one-tenth (1/10) of one
Ordinary Share upon the consummation of the Company’s initial business combination, subject to adjustment. Each Warrant entitles
the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold in the
Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed
by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms
used herein are defined below.


 


In order to induce the Company and the Underwriters
to enter into the Underwriting Agreement and to proceed with the Public Offering, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, U.N. SDG Support LLC (the “Sponsor”) and each of the additional
persons executing this Letter Agreement (each, an “Insider” and collectively, the “Insiders”)
hereby agree with the Company as follows:


 


1. Definitions. As used herein, (i) “Business
Combination” shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities; (ii) “Founder Shares” shall mean the 2,156,250 Class B
ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering, including 281,250
Class B ordinary shares of the Company, par value $0.0001 per share, that are subject to forfeiture by the Sponsor, depending on the extent
to which the underwriters’ over-allotment option is exercised; (iii) “Private Placement Warrants” shall
mean the warrants to purchase 3,650,000 Ordinary Shares of the Company (or warrants to purchase 3,987,500 Ordinary Shares of the Company
if the Underwriters’ option to purchase additional units is exercised in full) that the Sponsor has agreed to purchase for an aggregate
purchase price of $3,650,000 (or up to $3,987,500 if the Underwriters’ option to purchase additional units is exercised in full),
or $1.00 per Warrant, in a private placement that shall close simultaneously with the consummation of the Public Offering; (iv) “Public
Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public Offering; (v) “Public
Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering; (vi) “Trust Account”
shall mean the trust account into which portions of the net proceeds of each of the Public Offering and the sale of the Private Placement
Warrants, respectively, shall be deposited; (vii) “Transfer” shall mean the (a) sale of, offer to sell, contract
or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly
or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent
position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission
promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole
or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or
(b); and (viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association,
as the same may be amended from time to time.


 


2. Representations and Warranties.


 


(a) The Sponsor and each of the Insiders, with
respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the full right and power, without violating
any agreement to which it, she or he is bound (including, without limitation, any non-competition or non-solicitation agreement with any
employer or former employer), to enter into this Letter Agreement, as applicable, and to serve as an officer of the Company and/or a director
on the Company’s Board of Director (the “Board”), as applicable, and each of the Insiders hereby consents
to being named in the Prospectus, road show and any other materials as an officer and/or director of the Company, as applicable.


 






     


     


    

 


(b) Each of the Insiders represents and warrants,
with respect to herself or himself, that such person’s biographical information furnished to the Company (including any such information
included in the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to such
person’s background, and that such person’s questionnaire furnished to the Company is true and accurate in all material respects.
Each of the Insiders represents and warrants that such person is not subject to or a respondent in any legal action for, any injunction,
cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in
any jurisdiction; such person has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating
to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and such
person is not currently a defendant in any such criminal proceeding; and such person has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked.


 


3. Business Combination Vote. It is acknowledged
and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination without the prior consent
of the Sponsor. The Sponsor and each of the Insiders, with respect to itself or herself or himself, agrees that if the Company seeks shareholder
approval of a proposed initial Business Combination, then in connection with such proposed initial Business Combination, it, she or he,
as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him, as applicable, in favor of such proposed initial
Business Combination (including any proposals recommended by the Board in connection with such Business Combination) and not redeem any
Public Shares held by it, her or him, as applicable, in connection with such shareholder approval.


 


4. Failure to Consummate a Business Combination; Trust Account Waiver.


 


(a) The Sponsor and each of the Insiders hereby
agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor and each of the Insiders shall take all reasonable steps to cause the Company
to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than 10 business
days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously release to the Company to pay
income taxes (less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which
redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
remaining shareholders and the Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The
Sponsor and each of the Insiders agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the
Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial
Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the
required time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares
or pre-initial Business Combination activity unless the Company provides its Public Shareholders with the opportunity to redeem their
Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay
taxes, if any, divided by the number of then-outstanding Public Shares.


 






    2


     


    

 


(b) The Sponsor and each of the Insiders, with
respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or claim of any kind in or to any
monies held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder
Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and
Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation
of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such
Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of the
Company’s obligation to provide holders of the Public Shares the right to have their shares redeemed in connection with an initial
Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within
the time period set forth in the Charter or (ii) with respect to any provision relating to the rights of holders of Public Shares or pre-initial
Business Combination activity (although the Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public
Shares they hold if the Company fails to consummate a Business Combination within the required time period set forth in the Charter).


 


5. Lock-up; Transfer Restrictions.


 


(a) The Sponsor and the Insiders agree that they
shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest of (A) six months after
the completion of an initial Business Combination and (B) the date following the completion of an initial Business Combination on which
the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders
having the right to exchange their Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) Notwithstanding the provisions set forth in paragraphs
5(a), Transfers of the Founder Shares, the Private Placement Warrants and the Ordinary Shares underlying the Private


 


Placement Warrants are permitted (i) among
the insiders, to the Company’s officers, directors, advisors and employees, any affiliates or family members of any of Company’s
officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (ii) to an insider’s affiliates or its
members upon its liquidation, (iii) in the case of an individual, by gift to a member of one of the members of the individual’s
immediate family or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate of
such person or to a charitable organization, (iv) in the case of an individual, by virtue of laws of descent and distribution upon
death of the individual, (v) in the case of an individual, pursuant to a qualified domestic relations order, (vi) by private
sales or transfers made at prices no greater than the price at which the securities were originally purchased, (vii) by private sales
at negotiated prices, which transfers are not effected until the consummation of an initial Business Combination, (viii) in the event
of the Company’s liquidation prior to the completion of the Business Combination, (ix) by virtue of the Cayman Islands laws
or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor, (x) in the event of the Company’s
liquidation, merger, share exchange, reorganization or other similar transaction which results in all Company’s shareholders having
the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the Company’s completion of the
Business Combination, or (xi) transfers to the Company for cancellation in connection with the consummation of a Business Combination; provided, however,
that in each case (except for (viii) through (xi)) these permitted transferees must enter into a written agreement agreeing to be bound
by these transfer restrictions.


 






    3


     


    

 


(e) During the period commencing on the effective
date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each of the Insiders shall not, without the prior
written consent of the Representatives, Transfer any Units, Ordinary Shares, Warrants or any other securities convertible into, or exercisable
or exchangeable for, Ordinary Shares held by it, her or him, as applicable.


 


6. Remedies. The Sponsor and each of the
Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably injured in the event of a
breach by the Sponsor or any of the Insiders of its, her or his obligations, as applicable under paragraphs 3, 4, 5, 7, 10 and 11,
(ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive
relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 


7. Payments by the Company. Except as disclosed
in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any officer of the Company nor any affiliate of the officers
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other
compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial
Business Combination (regardless of the type of transaction that it is).


 


8. Director and Officer Liability Insurance.
The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance, and the
Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available
for any of the Company’s directors or officers.


 


9. Termination. This Letter Agreement shall
terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the liquidation of the Company.


 


10. Indemnification. In the event of the
liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within the time period
set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company against
any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company
may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company (except for the
Company’s independent auditors) or (ii) any business with which the Company has discussed entering into a transaction agreement
(a “Business Combination Partner”); provided, however, that such indemnification of
the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party for services rendered
or products sold to the Company or a Business Combination Partner do not reduce the amount of funds in the Trust Account to below the
lesser of (i) $10.15 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation
of the Trust Account if less than $10.15 per Public Share due to reductions in the value of the trust assets, in each case net of interest
that may be withdrawn to pay the Company’s tax obligations, (y) shall not apply to any claims by a third party or a Business Combination
Partner who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended. The Indemnitor shall have the right to defend against any such claim with counsel of its
choice reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Indemnitor, the
Indemnitor notifies the Company in writing that it shall undertake such defense.


 






    4


     


    

 


11. Forfeiture of Founder Shares. To
the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from the date of the Prospectus
in full (as further described in the Prospectus), the Sponsor agrees to automatically surrender to the Company for no consideration, for
cancellation at no cost, an aggregate number of Founder Shares so that the number of Founder Shares will equal 20% of the sum of the total
number of Ordinary Shares and Founder Shares outstanding at such time. The Sponsor and the Insiders further agree that to the extent that
the size of the Public Offering is increased or decreased, the Company will effect a share capitalization or a share repurchase, as applicable,
with respect to the Founder Shares immediately prior to the consummation of the Public Offering in such amount as to maintain the number
of Founder Shares at 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at such time.


 


12. Entire Agreement. This Letter Agreement
constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to
the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived
(other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all parties hereto.


 


13. Assignment. No party hereto may assign
either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other
parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign
any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of the Insiders and each
of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14. Counterparts. This Letter 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.


 


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


 


16. Severability. This Letter 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 Letter 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 Letter Agreement a provision as similar in terms to such invalid
or unenforceable provision as may be possible and be valid and enforceable.


 


17. Governing Law. This Letter Agreement
shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts
of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) all agree
that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced
in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and
venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient
forum.


 


18. Notices. Any notice, consent or
request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing and shall be sent by
email or express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or facsimile
transmission.


 


[Signature Page Follows]


 






    5


     


    

 


	 	Sincerely,
	 	 	 
	 	U.N. SDG Support LLC
	 	 	 
	 	By:	 
	 	 	Name:	Charles Ratelband
	 	 	Title: 	Managing Member  


 


Acknowledged and Agreed:


 


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


 


[Signature Page to Letter Agreement] 


 


 


6