Exhibit
10.3


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2022, by
and between Sunfire Acquisition Corp Limited, 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, File No. 333-260461 (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 ordinary share of the Company, of par value $0.0001 per share (the “Ordinary Shares”),
and one right, each right entitling the holder thereof to receive one-sixth (1/6) of one Ordinary Share (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 EF Hutton, division
of Benchmark Investment, LLC, as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Prospectus, $101,500,000 of the net proceeds of the Offering and sale of the Private Placement Units (as defined
in the Underwriting Agreement) (or $116,725,000, if the Underwriters’ over-allotment option is exercised in full; or subject
to our sponsor, Sunfire Sponsor, LLC, depositing additional funds into the trust account as described in more detail in this prospectus
in order to extend the time available for the Company to consummate initial business combination) 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”);


 


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,
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 JP 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 solely 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 Rule 2a-7(d) 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;
    it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
    written instructions hereunder and the Trustee may earn bank credits or other consideration;


 




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	 	(d)	Collect
    and receive, when due, all principal, 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 at least two of its Chief Executive Officer,
    Chief Financial Officer, President, Executive Vice President, Vice President, 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 a Termination
    Letter in a form substantially similar to the attached hereto as 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 (which interest shall be net of taxes payable, and less up to $150,000 of interest that
    may be released to the Company to pay dissolution expenses), 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) 12 months after the closing of the Offering (or 18 months after the closing
    of the Offering if extended in full as described in the Prospectus) 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
    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, 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 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;


 




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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, 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 to modify the substance or timing of the ability of Public
    Shareholders to seek redemption in connection with an initial Business Combination or 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 Agreement. 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.


 


	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 at least two of the Company’s Chairman of the Board, Chief
    Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. 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), 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. 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. 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 the closing of the Business Combination (defined below). 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), Schedule A 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 (the “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;


 




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	 	(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)	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;
	 	 	 
	 	(g)	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; and
	 	 	 
	 	(h)	Within
    four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
    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.


 


	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 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;


 




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	 	(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),
    1(j) or 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) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
    with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


	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.


 




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	 	(c)	This
    Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
    for Sections 1(i), 1(j), 1(k) and 1(l) hereof (which sections may not be modified, amended or deleted
    without the affirmative vote of sixty five percent (65%) of the then issued and outstanding Ordinary Shares of the Company voting
    together as a single class; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his election
    to redeem his Ordinary Shares in connection with a shareholder vote sought 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. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee
    may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability
    to any party for executing the proposed amendment in reliance thereon.
	 	 	 
	 	(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 electronic mail:


 


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
	 	 	cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Sunfire
Acquisition Corp Limited


Thomas
W. Neukranz


Chief
Executive Officer


1800
Avenue of the Stars, Suite 1475


Los
Angeles, CA90067


 


in
each case, with copies to:


 


Mayer
Brown LLP


1221
Avenue of the Americas


New
York, NY 10020


Attn:
Thomas Kollar, Esq. and Brian Hirshberg, Esq.


Telephone:
(212) 506-2500


Email:
thomas.kollar@mayerbrown.com


 


and


 


EF
Hutton


division
of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn.:
Joseph Rallo, President 


 


and


 


Loeb
& Loeb LLP


345
Park Avenue


New
York, NY 10154


Attn:
Mitchell S. Nussbaum, Esq. and David J. Levine, Esq.


Telephone:
(212) 407-4000


 




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	 	(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 EF Hutton, division of Benchmark Investments, LLC 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 to any 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:	Francis
    Wolf
	 	Title:	Vice
    President
	 	 	 
	 	SUNFIRE ACQUISITION CORP LIMITED
	 	 	 
	 	By:	 
	 	Name:	Thomas
    W. Neukranz
	 	Title:	Chief
    Executive Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




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SCHEDULE
A


 





	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer	 	$	[●]	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually, first year fee payable, at initial closing of Offering by wire transfer; thereafter by wire transfer or check	 	$	[●]	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Billed to Company following disbursement made to Company under Section 1	 	$	[●]	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i), (j) and (k)	 	Billed to Company upon delivery of service pursuant to Section 1(i), (j) and (k)
	 		
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 Sunfire Acquisition Corp Limited (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (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 (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 to 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 Operating Account at JP Morgan Chase Bank, N.A. 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) a certificate by the Chief Executive Officer, 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 amounts owed
to public shareholders who have properly exercised their redemption rights and 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 the notice as soon thereafter as possible.


 


	 	Very
    truly yours,
	 	 
	 	Sunfire
    Acquisition Corp Limited
	 	 
	 	By:	                       
	 	Name:	 
	 	Title:	 


 


	Acknowledged
    & Agreed by: EF Hutton, division of Benchmark Investments	 
	 	 
	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 Sunfire Acquisition Corp Limited (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the
“Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination
with a Target Business (the “Business Combination”) 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 a segregated account held by you on behalf of the Beneficiaries to await
distribution to the Public Shareholders. The Company has selected [●] 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(j) of the Trust Agreement.


 


	(1)	18 months from the closing of the Offering, or at a later date, if extended.
	 	 
	 	 	Very truly yours,
	 	 	 
	 	 	Sunfire Acquisition Corp Limited
	 	 	 
	 	 	By:	                 
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	EF Hutton, division of Benchmark Investments, LLC





 




    	11



     


    

 


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 Sunfire Acquisition Corp Limited (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (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,
	 	 	 
	 	 	Sunfire
    Acquisition Corp Limited
	 	 	 
	 	 	By:	                    
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	EF Hutton, division of Benchmark Investments, LLC





 




    	12



     


    

 


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 Sunfire Acquisition Corp Limited (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2022 (the
“Trust Agreement”), the Company hereby requests that you 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 for distribution to the Shareholders who have requested redemption of their Ordinary Shares. 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 to modify the substance or timing of the Company’s obligation to redeem 100% of 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. As such,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	 	Very truly yours,
	 	 	 
	 	 	Sunfire Acquisition Corp Limited
	 	 	 
	 	 	By:	                   
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	EF Hutton, division of Benchmark Investments, LLC



 




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