Exhibit 10.11


 


DATED


 


14th
April 2022


 


Amendment
Agreement


 


between


 


 (1) ClimateRock ‘The Borrower’




 


and


 


(2)
Eternal BV ‘The Lender’


 






     


    



    

 


CONTENTS








 



 


CLAUSE







	1.	Definitions and interpretation	2
	2. 	Conditions precedent	3
	3. 	Amendments to the Original Facility Agreement	3
	4. 	Representations and warranties	4
	5. 	Continuity	4
	6.	Further assurance	4
	7. 	Miscellaneous	4
	8. 	Third party rights	5
	9. 	Governing law and jurisdiction	5



 


SCHEDULE







	Schedule 1	Conditions precedent	6
	1.	Finance documents	6



 






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This
agreement is dated 14th April 2022


 


Parties


 


		(1)	ClimateRock,
                                            50 Sloane Avenue, London, SW3 3DD, The United (Borrower)



 


		(2)	Eternal
                                            BV (the “Lender”), Mariendaal 8, 6861 WN Oosterbeek, The Netherlands (Lender)



 


BACKGROUND


 


		(A)	The
                                            Borrower and the Lender entered into a facility agreement dated 1 October 2021 pursuant to
                                            which the Lender agreed to make available to the Borrower a loan facility up available to
                                            withdraw in the period from 1 October 2021 to 31 March 2022 in a maximum aggregate principal
                                            amount of USD 500,000 (Original Facility Agreement).



 


		(B)	The
                                            parties have agreed to amend the Original Facility Agreement as set out in this agreement.



 


		(C)	This
                                            agreement is supplemental to the Original Facility Agreement.



 


Agreed
terms


 


		1.	Definitions
                                            and interpretation



 


		1.1	Terms
                                            defined in the Original Facility Agreement shall have the same meaning when used in this
                                            agreement, unless defined below. In addition, the definitions below apply in this agreement.



 


		Amended	Facility
                                            Agreement: the Original Facility Agreement as amended by this agreement.



 


		Effective	Date:
                                            the date on which the Lender informs the Borrower that the conditions precedent have been
                                            satisfied in accordance with clause 2.



 


		Original	Facility
                                            Agreement: has the meaning given in recital (A).



 






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		1.2	The
                                            rules of interpretation of the Original Facility Agreement shall apply to this agreement
                                            as if set out in this agreement save that references in the Original Facility Agreement to
                                            “this agreement” shall be construed as references to this agreement.



 


		1.3	Unless
                                            the context otherwise requires, references in the Original Facility Agreement to “this
                                            agreement” shall be to the Original Facility Agreement as amended by this agreement.



 


		1.4	In
                                            this agreement:



 


		(a)	any
                                            reference to a “clause” or “Schedule” is, unless the context otherwise
                                            requires, a reference to a clause or Schedule of this agreement; and



 


		(b)	clause
                                            and Schedule headings are for ease of reference only.



 


		1.5	This
                                            agreement is a designated Finance Document.



 


		1.6	The
                                            Schedule forms part of this agreement and shall have effect as if set out in full in the
                                            body of this agreement. Any reference to this agreement includes the Schedule.



 


		2.	Conditions
                                            precedent



 


		2.1	The
                                            Effective Date is conditional on the Lender having received all of the documents and evidence
                                            specified in the Schedule in the form, and containing the information, that it requires.



 


		2.2	On
                                            satisfaction of the conditions precedent referred to in clause 2.1, the Lender shall promptly
                                            notify the Borrower in writing that those conditions have been satisfied.



 


		2.3	The
                                            Lender shall not give the notice referred to in clause 2.2 if it is aware that an Event of
                                            Default or Potential Event of Default has occurred.



 


		2.4	If
                                            the Effective Date has not occurred by close of business in London on or before 14th
                                            April 2022 (or such later date agreed by the parties), this agreement shall cease to
                                            have effect, except for clause 7.2, clause 10 and clause 11.



 


		3.	Amendments
                                            to the Original Facility Agreement



 


		3.1	The
                                            Original Facility Agreement shall be amended with effect on and from the Effective Date as
                                            set out in this clause 3.



 






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		3.2	The
                                            definition of “Interest Payment Date” shall be deleted in its entirety from clause
                                            1 “Definitions and Interpretation” of the Original Facility Agreement.



 


		3.3	Clause
                                            5 of the Original Facility Agreement shall be deleted in its entirety and replaced with “
                                            The Loan shall bear interest at an annual rate of 0 percent”.



 


		4.	Representations
                                            and warranties



 


		4.1	The
                                            Borrower makes the representations and warranties set out in clause 10 of the Original Facility
                                            Agreement to the Lender on the date hereof and on the Effective Date, in each case by reference
                                            to the facts and circumstances then existing, and as if each reference in those representations
                                            and warranties to “this agreement” OR “the Finance Documents”
                                            includes a reference to this agreement and the Amended Facility Agreement.



 


		5.	Continuity



 


		5.1	The
                                            provisions of the Original Facility Agreement shall, save as amended in this agreement, continue
                                            in full force and effect, and shall be read and construed as one document with this agreement.



 


		6.	Further
                                            assurance



 


		6.1	The
                                            Borrower shall, at the request of the Lender and at its own expense, do all such acts and
                                            things necessary or desirable to give effect to the amendments made or to be made pursuant
                                            to this agreement.



 


		7.	Miscellaneous



 


		7.1	The
                                            provisions of clauses 15, 16 and 18 of the Original Facility Agreement shall apply to this
                                            agreement, as if set out in full and so that references in those provisions to “this
                                            agreement” shall be construed as references to this agreement and references to “party”
                                            or “parties” shall be construed as references to parties to this agreement.



 


		7.2	This
                                            agreement may be executed in any number of counterparts, each of which when executed shall
                                            constitute a duplicate original, but all the counterparts together shall constitute one agreement.
                                            No counterpart shall be effective until each party has executed at least one counterpart.



 






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		8.	Third
                                            party rights



 


		8.1	A
                                            person who is not a party to this agreement shall not have any rights under the Contracts
                                            (Rights of Third Parties) Act 1999 to enforce, or enjoy the benefit of, any term of this
                                            agreement.



 


		8.2	Notwithstanding
                                            any term of this agreement, the consent of any person who is not a party to this agreement
                                            is not required to rescind or vary this agreement at any time.



 


		9.	Governing
                                            law and jurisdiction



 


		9.1	This
                                            agreement and any dispute or claim (including non-contractual disputes or claims) arising
                                            out of or in connection with it or its subject matter or formation shall be governed by and
                                            construed in accordance with the law of England and Wales.



 


		9.2	Each
                                            party irrevocably agrees that, subject as provided below, the courts of England and Wales
                                            shall have exclusive jurisdiction over any dispute or claim (including non-contractual disputes
                                            or claims) that arises out of or in connection with this agreement or its subject matter
                                            or formation. Nothing in this clause shall limit the right of the Lender to take proceedings
                                            against the Borrower in any other court of competent jurisdiction, nor shall the taking of
                                            proceedings in any one or more jurisdictions preclude the taking of proceedings in any other
                                            jurisdictions, whether concurrently or not, to the extent permitted by the law of such other
                                            jurisdiction.



 


This
agreement has been entered into on the date stated at the beginning of it.


 






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		Schedule	1
                                            Conditions precedent



 


		1.	Finance
                                            documents



 


		1.1	This
                                            agreement duly executed by the Borrower.



 









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	Signed by Per Regnarsson	 	/s/ Per Regnarsson
	for and on behalf of ClimateRock. the Borrower	 	Authorised Signatory
	 	 	 
	Signed by Charles Ratelband	 	/s/ Charles Ratelband
	for and on behalf of Eternal BV, the Lender	 	Authorised Signatory


 


 


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