Exhibit
10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of October [●], 2022 by
and between PROTONIQ Acquisition Corp, a Cayman Islands exempted company with registration number 388159 (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. 333-266342 (the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s
units (the “Units”), each of which consists of one of the Company’s Class A ordinary shares, having a
nominal or par value of US $0.0001 per share (the “Ordinary Shares”), one-half of one redeemable warrant, with
each warrant entitling the holder thereof to purchase one Ordinary Share and one right, each of which entitles the holder thereof to
receive one-tenth of one Ordinary Share upon consummation of the initial public offering (such initial public offering hereinafter referred
to as the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange
Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with JonesTrading Institutional
Services LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”);
and


 


WHEREAS,
as described in the Prospectus, $103,000,000 of the gross proceeds of the Offering and sale of the Placement Warrants (as defined in
the Underwriting Agreement) (or $118,450,000 if the Underwriters’ over-allotment option is exercised in full), plus any amounts
to be deposited in connection with an “extension (as defined below), will be delivered to the Trustee to be deposited and held
in a segregated trust account located at all times in the United States (the “Trust Account”) for the benefit
of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount
to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,500,000, or $4,025,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
if a Business Combination is not consummated within the initial 12-month period following the closing of the Offering, the Company may
extend such period by two three-month periods (each, an “Extension”), up to a maximum of 18 months in the aggregate,
by depositing $1,000,000 (or $1,150,000 if the Underwriters’ over-allotment option is exercised in full, or in any case, $0.10
per Unit) per Extension into the Trust Account no later than the 12-month anniversary of the Offering for the first Extension and the
15-month anniversary of the Offering for the second Extension (each, a “Deadline”), as applicable, in exchange
for which they will receive promissory notes; and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


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


 


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


 




    	 



    	 



    

 


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


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no
interest while account funds are uninvested awaiting the Company’s instructions hereunder; and while 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 Representative of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(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, Chief Financial Officer, Secretary
or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company,
and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including interest not previously released to the Company to pay its taxes, only as
directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (i) 15 months
after the closing of the offering, (ii) such later date upon an Extension effectuated pursuant to the terms hereof, and (iii) such later
date as may be approved in accordance with the Company’s amended and restated memorandum and
articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that
may be released to the Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date;


 


(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 “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by
electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority;
provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the
Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution
so long as there is no reduction in the principal amount per share initially deposited in the Trust Account. The written request of the
Company in the form of Exhibit C referenced above shall constitute presumptive evidence that the Company is entitled to said funds,
and the Trustee shall have no responsibility to look beyond said request (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account);


 




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(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 (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Shareholders
of record as of such date the amount requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly
submitted in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles
of association (a) to modify the substance or timing of the Company’ obligation to redeem 100% of its Ordinary Shares if it does
not complete its initial merger, share exchange, asset acquisition, share purchase, or reorganization or engaging in any other similar
business combination with one or more businesses or entities (a “Business Combination”) within such time as
is described in the Company’s amended and restated memorandum and articles or association or (b) with respect to any other provisions
relating to shareholders’ rights or pre-initial Business Combination activity (in each case, an “Amendment”).
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 Section 1(i), (j) or (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 the applicable Deadline, the Trustee shall 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, Chief Executive Officer, President,
Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i),
1(j), or 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 reasonable and documented
expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action
taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or
in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder,
or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action,
suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the
Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have
the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree
to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld
or delayed. The Company may participate in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k) hereof. The
Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 




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(d) In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business
Combination;


 


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


 


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


 


(g) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $3,500,000;


 


(h) Promptly
following an applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has been extended;
and


 


(i) Unless
otherwise agreed between the Company and the Representative, 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 Representative on behalf of the Underwriters prior to any transfer of the funds held in the
Trust Account to the Company or any other person.


 


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 written 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;


 


(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 the Trustee, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s own 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), 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;


 




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


 


(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), (j)
or (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 during which time 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 six (6) months 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 for any events occurring or actions taken after such deposit; 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) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 2(b); or


 


(c) Upon
written notice from the Company to the Trustee in the event that the Trustee has committed any act of gross negligence, fraud or willful
misconduct.


 


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.


 




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(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 sections may not be modified, amended or deleted without the affirmative
vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, having a nominal or par value of
US $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 properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement
to modify the substance or timing of the Company’s obligation to provide for the redemption of the Ordinary Shares in connection
with an initial Business Combination or an Amendment or to redeem 100% of its Ordinary Shares if the Company does not complete its initial
Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association),
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
or email transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


PROTONIQ
Acquisition Corp


One
World Trade Center

Suite 8500


New
York, New York 10007


Telephone:
1-646-492-8693


Attn.:
Babar Ali


 


in
each case, with copies to:


 


Nelson
Mullins Riley & Scarborough LLP


101
Constitution Ave., N.W., Suite 900


Washington,
D.C. 20001


Attn.:
Andrew M. Tucker, Esq.


Telephone
No.: (202) 689-2800


Email:
andy.tucker@nelsonmullins.com


 




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and


 


JonesTrading
Institutional Services LLC


 900
Island Park Drive, 


 Suite
200, 


 Daniel Island, SC 29492. 


Attn.:
Legal Department


 


and


 


King
& Spalding LLP


1185
Avenue of the Americas


34th
Floor


New
York, New York 10036


Attn.:
Adam Hankiss, Esq.; Kevin E. Manz, Esq.


 


(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 the Representative, on behalf of the Underwriters, is a third-party
beneficiary of this Agreement.


 


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


 


[Signature
Page Follows]


 




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


 


	 	Continental
    Stock Transfer & Trust Company, as Trustee
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	Vice
    President
	 	 	 
	 	PROTONIQ
    Acquisition Corp
	 	 	 
	 	By:	 
	 	Name:	Babar
    Ali
	 	Title:	Chief
    Executive Officer


 


Signature Page to Investment Management Trust Agreement


 




    	 



    	 



    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial closing of Offering by wire transfer thereafter by wire transfer or check.	 	$	10,000	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j), and (k)	 	Billed to Company following disbursement made to Company under Sections 1(i) and 1(j)	 	$	250
per item presented	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 




    	 



    	 



    

 


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


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and to transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Representative 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 [J.P.
Morgan 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 certification by the Chief Executive Officer of the vote with an affidavit 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 Representative with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


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


 




    	 



    	 



    




 


	 	Very
    truly yours,
	 	 
	 	PROTONIQ
    Acquisition Corp
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 


	JonesTrading
    Institutional Services LLC	 
	 	 	 
	By:	              	 
	Name:	 	 
	Title:	 	 


 




    	 



    	 



    

 


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 PROTONIQ Acquisition Corp (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●]
(the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business within the time frame specified in the Company’s amended and restated memorandum and articles
of association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected [●] (1) as the effective date for the purpose
of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. You agree to be the
Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Shareholders in accordance with the terms of the Trust Agreement and the amended and restated memorandum and articles of association
of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided
in Section 1(i) of the Trust Agreement.


 


(1)
15 months from the closing of the Offering, or such later date upon an Extension, if any, effectuated pursuant to the Trust Agreement.


 


	 	Very
    truly yours,
	 	 
	 	PROTONIQ
    Acquisition Corp
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


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 - Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between PROTONIQ Acquisition Corp (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●]
(the “Trust Agreement”), the Company hereby requests that you deliver to the Company $ [●]
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	PROTONIQ
    Acquisition Corp
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


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 and Celeste Gonzalez:


 


Re:
Trust Account - Shareholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between PROTONIQ Acquisition Corp (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●]
(the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders
$[●] of the principal and interest income earned on the Property as of the date hereof
into a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


Pursuant
to Section 1(k) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer
$[●] of the proceeds of the Trust Account to the checking account at [•]
for distribution to the shareholders that have requested redemption of their shares in connection
with such Amendment.


 


	 	Very
    truly yours,
	 	 
	 	PROTONIQ
    Acquisition Corp
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title:	 


 




    	 



    	 



    

 


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


 


Dear
Mr. Wolf and Ms. Gonzalez


 


Pursuant
to Section 1(m) of the Investment Management Trust Agreement between PROTONIQ Acquisition Corp (“Company”) and Continental
Stock Transfer & Trust Company, LLC, dated as of [●] (the “Trust Agreement”),
this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target
Businesses for an additional three (3) months, from _______ to _________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to Extension prior to the applicable Deadline. Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $1,000,000 (or $1,150,000 if the underwriters’
over-allotment option was exercised in full), which will be wired to you, into the Trust Account upon receipt.


 


This
is the ____ of up to two Extension Letters.


 


	 	Very
    truly yours,
	 	 
	 	PROTONIQ
    Acquisition Corp
	 	 	 
	 	By:	          
	 	Name:	 
	 	Title: