Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of October 20, 2021 by and between
GoGreen Investments Corporation, 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, No. 333-256781 (the “Registration Statement”)
and related prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
“Units”), each of which consists of one Class A ordinary share of the Company, par value $0.0001 per share
(the “Ordinary Shares”), and one-half of one warrant, each whole warrant to purchase one Ordinary Share (such
initial public offering hereinafter referred to as the “Offering”), was declared effective by the U.S. Securities
and Exchange Commission on October 20, 2021;


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Citigroup Global
Markets Inc. and Credit Suisse Securities (USA) LLC (“Representatives”) as representatives of the several underwriters
named therein (the “Underwriters”);


 


WHEREAS,
if a Business Combination (as defined herein) is not consummated within the initial 15 month period following the closing of the Offering,
upon the request of the Sponsor, the Company may extend such period by an additional three months up to two times, each by an additional
three months (for a total of up to 21 months to complete a business combination), subject to the Company’s sponsor (the “Sponsor”)
or its affiliates or permitted designees depositing $2,400,000 (or up to $2,760,000 if the Underwriters’ over-allotment option
is exercised in full) for each of the available three-month extensions, for a total payment of up to $4,800,000, or $5,520,000 if the
underwriters’ over-allotment option is exercised in full, into the Trust Account no later than the 15-month or 18-month anniversary
of the Offering, as applicable (each, a “Deadline”) for such extensions (each, an “Extension”),
in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for such Extension payable upon consummation
of a Business Combination; and


 


WHEREAS,
as described in the Registration Statement, $244,800,000 of the gross proceeds of the Offering and sale of the Placement Units (as defined
in the Underwriting Agreement) (or $281,520,000 if the Underwriters’ over-allotment option is exercised in full) and the proceeds
from any loans in connection with an Extension will be delivered to the Trustee to be deposited and held in a segregated trust account
located in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Company’s
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 are referred herein to as the “Public Shareholders,”
and the Public Shareholders and the Company together are referred to herein as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, $8,400,000, or up to $9,660,000 if the Underwriters’ over-allotment option is exercised
in full, of the Property is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the
Representatives upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
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 at JPMorgan 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 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(2), (d)(3), (d)(4) and (d)(5) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, as determined by the Company; it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions
hereunder; and while the account funds are invested or uninvested 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 Representatives 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;


 


(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, President, Chief
Financial Officer or Chairman of the board of directors (the “Board”) or other authorized officer of the Company
(and in the case of Exhibit A, jointly signed by the Representatives), and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including any amounts representing interest earned on the Trust Account, less interest
previously released to, or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and
less any other interest released to, or reserved for use by, the Company to pay taxes as provided in this Agreement only as directed
in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 15 months after
the closing of the Offering or such later date upon an Extension effectuated pursuant to the terms hereof and (2) 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 any amounts representing interest earned on the Trust Account, less interest previously released to,
or reserved for use by, the Company in an amount up to $100,000 to pay dissolution expenses (as applicable) and less any other interest
released to, or reserved for use by, the Company to pay taxes, shall be distributed to the Public Shareholders of record as of such date.
The Trustee agrees to serve as the paying agent of record (“Paying Agent”) with respect to any distribution
of Property that is to be made to the Public Shareholders and, in its separate capacity as Paying Agent, agrees to distribute such Property
directly to the Company’s Public Shareholders in accordance with the terms of this Agreement and the Company’s amended and
restated memorandum and articles of association in effect at the time of such distribution;


 






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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 (a “Withdrawal Request”), withdraw from the Trust Account and distribute to the Company interest
in an amount up to $100,000 to pay dissolution expenses and any interest to cover any tax obligation owed by the Company as a result
of assets of the Company or any taxes of the Company which amount shall be delivered directly to the Company by electronic funds transfer
or other method of prompt payment. Any Withdrawal Request for a distribution to pay a tax shall be accompanied by a copy of the tax bill
from the State of Delaware for the Company and a written statement from the principal financial officer of the Company setting forth
the actual amount payable. To the extent there is not sufficient cash in the Trust Account to fulfill a Withdrawal Request, 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 Trustee acknowledges and
agrees that no amount in excess of interest income earned on the Property shall be payable from the Trust Account to the Company pursuant
to this Section 1(j). A Withdrawal Request 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 on behalf of the Company 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) to modify the substance or timing of the Company’s obligation to provide
holders of Ordinary Shares the right to have their Ordinary 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 such time as is described
in Section 1(i) of this Agreement or (ii) with respect to the other provisions relating to shareholders’ rights or pre-Business
Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i) through 1(k) above.


 


(m)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto
at least five business days prior to the applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of
the dollar amount specified in the Extension Letter on or prior to such Deadline, 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 Chairman of the Board, President, Chief Executive
Officer or Chief Financial Officer. 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 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), the Trustee 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. The Trustee shall not agree
to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld.
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 the Business Combination is consummated. The Company shall pay
the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall
refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
2(c) and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s shareholders regarding a merger, 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 general meeting verifying the vote of such shareholders
regarding such Business Combination;


 


(e)
Provide the Representatives 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)
Within four (4) business days after the Underwriters exercise the over-allotment option (or any portion thereof) or such over-allotment
expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount due with respect to such exercise,
which shall be up to $9,660,000;


 


(h)
Unless otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid
directly to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds
held in the Trust Account to the Company or any other person;


 


(i)
If applicable, issue a press release at least three days prior to a Deadline announcing that, at least five days prior to the Deadline,
the Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending a Deadline
and the Board has approved such Extension.


 


(j)
Promptly following a Deadline, disclose whether or not the deadline for the Company 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, 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


 


(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) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except as set forth in Section 2(b).


 






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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. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i), 1(j) and 1(k) hereof (which 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 elected to
redeem his, her or its Ordinary Shares in connection with a shareholder vote 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 or by
facsimile transmission or electronic mail:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


GoGreen
Investments Corporation


1021
Main St., Suite #1960


Houston,
TX 77002


Attn:
John Dowd


Email:
John@GoGreenInvestments.com


 






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in
each case, with copies to:


 


Cravath,
Swaine & Moore LLP


825
Eighth Avenue,


New
York, NY 10019


Attn:
C. Daniel Haaren


Email:
dhaaren@cravath.com


 


and


 


Citigroup
Global Markets Inc.


388
Greenwich Street,


New
York, NY 10013


Attn:
General Counsel


 


and


 


Credit
Suisse Securities (USA) LLC


Eleven
Madison Avenue,


New
York, NY 10010


Attn:
General Counsel


 


and


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn:
Stuart Neuhauser, Esq.


Email:
sneuhauser@egsllp.com


   


(f)
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.


 


(g)
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.


 


(h)
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.


 


(i)
Each of the Company and the Trustee hereby acknowledges and agrees that Citigroup Global Markets Inc. and Credit Suisse Securities (USA)
LLC, on behalf of the Underwriters, are third party beneficiaries of this Agreement.


 


(j)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity, without the written consent of the other party.


 


[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:	/s/
Fran Wolf
	 	Name: 	Fran Wolf
	 	Title:	Vice President
	 	 	 
	 	GoGreen Investments Corporation
	 	 	 
	 	By:	/s/
John Dowd
	 	Name:	John Dowd
	 	Title:	Chief Executive Officer


 


[Signature
Page to the GoGreen Investments Corporation Investment Management Trust Agreement]


 




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SCHEDULE
A


 


	Fee
    Item	 	Time and
    method of payment	 	Amount	 
	Initial
    acceptance fee	 	Initial closing
    of IPO by wire transfer	 	$	3,500.00	 
	Annual
    fee	 	First year, initial closing
    of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction
    processing fee for disbursements to Company under Section 1	 	Billed to Company following
    disbursement made to Company under Section 1	 	$	250.00	 
	Paying
    Agent services as required pursuant to Section 1	 	Billed to Company upon
    delivery of service pursuant to Section 1	 	 	Prevailing rates	 


  




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EXHIBIT
A


 


[Letterhead
of Company]


  


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account  - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between GoGreen Investments Corporation (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 20, 2021 (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [insert business] (“Target
Business”) to consummate a business combination with Target Business (“Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of
the consummation of the Business Combination (“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 the trust operating account at JPMorgan Chase Bank, N.A. so that, on the Consummation Date, all of
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 the Representatives on behalf of the Underwriters (with respect to the Deferred
Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at JPMorgan Chase Bank,
N.A. awaiting distribution, the Company will not earn any 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 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 by the Chief Executive Officer or President, which verifies that the Business
Combination has been approved by a vote of the Company’s shareholders, if a vote is held, and (b) a joint written instruction signed
by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the
Deferred Discount to the Representatives 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 from 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 the notice as soon thereafter as possible.


 






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	 	Very truly yours,
	 
	 	GoGreen
    Investments Corporation
	 	 
	 	By:	 
	 	 	Name:	    
	 	 	Title:	 


 


	AGREED TO AND  	 
	ACKNOWLEDGED BY  	 
	 	 	 
	Citigroup Global Markets Inc.  	 
	 	 	 
	By:	 	 
	 	Name:	               	 
	 	Title:	 	 



 


AND


 


	Credit Suisse Securities (USA) LLC	 
	 	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 




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EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account -  Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between GoGreen Investments Corporation (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 20, 2021 (“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 Section 1(i) of the Trust Agreement. 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 the trust operating account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected [___], 202_, as the effective date for the purpose of determining when the Public Shareholders will be entitled
to receive their share of the liquidation proceeds. In your capacity as Paying Agent, we hereby direct you 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 as in effect at the time of such distribution. Upon the distribution of all funds in the Trust
Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j)
of the Trust Agreement.


 


	 	Very truly yours,
	 
	 	GoGreen
    Investments Corporation
	 	 
	 	By:	 
	 	 	Name:	    
	 	 	Title:	 


 


	cc:	Citigroup
    Global Markets Inc.

    Credit
    Suisse Securities (USA) LLC



 




    12 




    


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account  - Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between GoGreen Investments Corporation (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 20, 2021 (“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 connection with
its dissolution [upon the expiration of the 15 month period following completion of the Offering (or upon such later date as may be extended
in accordance with the terms described in the Company’s amended and restated memorandum and articles of association)]. 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,
	 
	 	GoGreen
    Investments Corporation
	 	 
	 	By:	 
	 	 	Name:	     
	 	 	Title:	 


 


	cc:	Citigroup
    Global Markets Inc.

    Credit
    Suisse Securities (USA) LLC



 




    13 




    


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account Shareholder
    Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between GoGreen Investments Corporation (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 20, 2021 (“Trust
Agreement”), the Company hereby requests that you liquidate sufficient amounts from the trust account and deliver to the
redeeming Public Shareholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof
to a segregated account held by you on behalf of the Beneficiaries. 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 Company’s amended and restated memorandum and articles of
association (i) to 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 Section 1(i) of the Trust Agreement
or (ii) with respect to the other provisions relating to shareholders’ rights or pre-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 to a segregated
account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	GoGreen Investments Corporation
	 	 
	 	By:	 
	 	 	Name:	      
	 	 	Title:	 


 


	cc:	Citigroup Global Markets Inc.

    Credit Suisse Securities (USA) LLC


 




    14 




    


    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez.


 


	 	Re:	Trust Account Extension
    Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(m) of the Investment Management Trust Agreement between GoGreen Investments Corporation (“Company”) and Continental
Stock Transfer & Trust Company, dated as of October 20, 2021 (“Trust Agreement”), this is to advise you that the Company
is extending the time available to consummate a Business Combination for an additional three (3) months, from _______ to _________ (the
“Extension”).


 


This
Extension Letter shall serve as the notice required with respect to the Extension prior to the 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 investments upon receipt.


 


This
is the [first/second] of up to two Extension Letters.


 


	Very truly
    yours,	 
	 	 
	GoGreen Investments
    Corporation	 
	 	 
	By:	 	 
	 	Name:	    	 
	 	Title:	 	 


 


	cc:	Citigroup Global Markets Inc. 

    Credit Suisse Securities (USA) LLC


 




 


15