Exhibit 10.2





 


AMENDED
and RESTATED INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This
Amended and Restated Investment Management Trust Agreement (the “Agreement”) is made effective as of June 9,
2022, by and between Acri Capital Acquisition Corporation, a Delaware corporation (the “Company”) and Wilmington
Trust, National Association, a national banking association (the “Trustee”) and amends and restates in its
entirety that certain Investment Management Trust Agreement entered between the Company and the Trustee on April 20, 2022 (the “April
20 Agreement”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No.333-263477 (the “Registration Statement”) for
the initial public offering of the Company’s units (the “Units”), each of which consists of one share
of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and
one-half of one warrant, each whole warrant entitling the holder thereof to purchase one share of Class A Common Stock, (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 (the “SEC”); and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with EF Hutton Group,
division of Benchmark Investments, LLC, as representative of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Registration Statement, $76,500,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $87,975,000 if the Underwriters’ option to purchase additional units is exercised
in full) 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 Class A Common Stock 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 stockholders for whose benefit the Trustee shall hold
the Property will be referred to as the “Public Stockholders,” and the Public Stockholders 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 $2,250,000, or $2,587,500 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 the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS,
after the Company and the Trustee entered into the April 20 Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property, the Company revised its offering terms by filing an amendment to the Registration Statement on May 18, 2022,
resulting in certain parts of the April 20 Agreement no longer reflecting the nature of the Company’s Offering and making it necessary
for the Company and the Trustee to amend and restate the April 20 Agreement, in accordance with Section 6(c) of April 20 Agreement;


 


WHEREAS,
in accordance with Section 6(c) of April 20 Agreement, which requires an affirmative vote of sixty-five percent (65%) of the then
outstanding shares of Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as
a single class to amend Section 1(i) through (m) of the April 20 Agreement, the Company’s sole shareholder adopted an written
resolution on June 9, 2022 to approve this Agreement;


 






     


     


    

 


NOW
THEREFORE, THE TEXT OF THE APRIL 20 AGREEMENT, AS AMENDED TO THE DATE HEREOF, IS HEREBY AMENDED AND RESTATED IN ITS ENTIRETY TO READ
AS FOLLOWS:


 


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 Wilmington Trust, National Association.


 


(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; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder;


 


(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 tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit
of the Company’s financial statements by the Company’s auditors;


 


(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;


 






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(i)
 Commence liquidation of the Trust Account only after and within two business days following (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 an
Authorized Representative (as such term is defined below), and complete the liquidation of the Trust Account and distribute the
Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the
Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay
dissolution expenses), only as directed in the Termination Letter and other documents referred to therein, or (y) upon the date
which is the later of (1) 9 months after the closing of the Offering (or up to 18 months if extended) and (2) such later
date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate
of incorporation, 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 earned on the funds held in the Trust Account and not previously released to the
Company to pay any taxes (net of any taxes payable and less up to $50,000 of interest that may be released to the Company to pay
dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in
the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee
begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of
this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has
been distributed to the Public Stockholders;


 


(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, as applicable; 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 initially deposited in the Trust Account; provided,
further, however that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall
be accompanied by a copy of the franchise 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 (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). 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;


 


(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 “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Company
the amount requested by the Company to be used to redeem shares of Class A Common Stock from Public Stockholders properly submitted in
connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to
modify the substance or timing of the Company’s obligation to redeem 100% of its public Class A Common Stock if the Company has
not consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate
of incorporation. 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;


 






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(l)
Only release the Property in accordance with a written instruction, signed by an Authorized Representative (as such term is defined below)
of the Company substantially in the form attached as Exhibit A, B, C or D, as applicable, attached hereto
(each, a “Written Direction” and collectively, the “Written Direction”); and


 


(m)
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 an Authorized Representative (as such term is defined below) 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 out-of-pocket 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 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”), provided, that no failure
or delay by the Trustee to so notify the Company shall relieve the Company from its obligations under this Agreement, except as and to
the extent it is found, in a final, unappealable judgment by a court of competent jurisdiction, that such failure or delay actually and
materially prejudiced the Company. 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
and at its sole cost and expense;


 




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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 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;


 


(d)
In connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or other 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 stockholder meeting
verifying the vote of such stockholders 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)
Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the
Form of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by Prime Number Capital LLC.


 


(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;


 


(h)
Designate, on an incumbency certificate delivered to Trustee on the date hereof (the “Incumbency Certificate”),
its authorized representatives for purposes of this Agreement (each such individual, an “Authorized Representative”
of the Company), which shall certify that the title, contact information and specimen signature of each such Authorized Representative
as set forth therein is true and correct; and


 


(i)
Amend, at any time, the Incumbency Certificate by signing and submitting to the Trustee an amended Incumbency Certificate, which shall
be effective upon receipt by the Trustee of such amendment.


 


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 or willful misconduct;


 




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(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;


 


(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 or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any Written Direction, 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 be deemed to be acting with reasonable care
with respect to any Written Direction if it takes such action in conformity with its standard procedures for confirming instructions
for wires applicable to the Company. 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 or any other filings made by the Company with the SEC;


 


(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, 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. The Company also agrees that the Trustee will only be responsible for direct damages,
and not for any type of indirect, special, consequential, or punitive damages, even if the Trustee is aware of the potential for
such damages.


 






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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 (whether following the Trustee giving notice that it desires to resign under this Agreement or the Company otherwise electing
to replace the Trustee under 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 and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


(c)
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received by the
Trustee from the Company or Acri Capital Sponsor LLC (“Sponsor”), as applicable, shall be returned promptly
following the receipt by the Trustee of written instructions from the Company.


 


6.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth herein 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 or willful misconduct, the Trustee shall not be liable
for any loss, liability or out-of-pocket 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, applicable to contracts
wholly performed within the borders of such state and without giving effect to conflicts of law principles that would result in 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) through (m) (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five
percent (65%) of the then outstanding shares of Class A Common Stock and Class B common stock, par value $0.0001 per share, of the Company
voting together as a single class; provided that no such amendment will affect any stockholder of the Company who has validly elected
to redeem his, her or its Class A Common Stock in connection with a stockholder 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.


 


(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 email:


 


if
to the Trustee, to:


 


Wilmington
Trust, National Association


99
Wood Avenue South, 10th Floor


 


Iselin,
NJ 08830


Attn:
Corporate Trust Administration


Email:
ejean-baptiste@wilmingtontrust.com


 






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in
each case, with copies to:


 


if
to the Company, to:


 


Acri
Capital Acquisition Corporation


13284
Pond Springs Rd, Ste 405


Austin,
Texas 78729


Attn:
“Joy” Yi Hua


Email:
jhua@sereneviewcapital.com


 


if
to the Underwriter, to:


 


EF
Hutton Group,


division
of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn:
Joseph T. Rallo


Email:
jrallo@efhuttongroup.com


 


in
each case, with copies to:


 


Robinson
& Cole LLP


666
Third Avenue, 20th Floor


New
York, NY 10017


Attn:
Arila E. Zhou, Esq


Email:
azhou@rc.com


 


(f)
This Agreement may not be assigned by the Trustee without the prior consent of the Company, which such consent shall not be unreasonably
withheld.


 


(g)
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.


 


(h)
The Trustee hereby consents to the inclusion of Wilmington Trust in the Registration Statement and other materials relating to the Offering
and the Business Combination.


 


(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 to any other person
or entity.


 


(k)
In the event that any Property shall be attached, garnished or levied upon by any court order, or the delivery thereof shall be
stayed or enjoined by an order of a court, or any order, judgment or decree shall be made or entered by any court order affecting
the Property, the Trustee is hereby expressly authorized, in its reasonable discretion, to comply with all writs, orders or decrees
so entered or issued, or which it is advised by legal counsel of its own choosing is binding upon it. In the event that the Trustee
obeys or complies with any such writ, order or decree it shall not be liable to any of the Parties or to any other person, firm or
corporation, should, by reason of such compliance notwithstanding, such writ, order or decree be subsequently reversed, modified,
annulled, set aside or vacated.


 






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(l)
The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligation under this Agreement arising
out of or caused, directly or indirectly, by circumstances beyond its reasonable control, including, without limitation, acts of God;
earthquakes; fire; flood; wars; acts of terrorism; civil or military disturbances; sabotage; epidemic; riots; interruptions, loss or
malfunctions of utilities, computer (hardware or software) or communications services; accidents; labor disputes; acts of civil or military
authority or governmental action (any such event, a “Force Majeure Event”). Notwithstanding anything to the
contrary in this Agreement, for purposes of all services provided pursuant to this Agreement (the “Services”),
Trustee shall continuously maintain business continuity and disaster recovery plans (including regular updates) that are consistent with
then-current industry standards applicable to similarly situated providers of services comparable to the Services. Without limiting the
generality of the foregoing, the business continuity and/or disaster recovery plans will cover the computer software, computer hardware,
telecommunications capabilities and other similar or related items of automated, computerized, software system(s) and network(s) or system(s)
and will be designed, among other things, to permit the ongoing operation and functionality of the Services on a continuous basis and/or
to facilitate the continuation and/or resumption of, the Services. In the event of disruption in the Services for any reason including
the occurrence of a Force Majeure Event that causes Trustee to be required to allocate limited resources between or among Trustee’s
affected customers, Trustee shall not do so in a manner that is intended to treat the Company less favorably than other similarly situated
affected customers generally. In addition, in the event Trustee has knowledge that there is, or has been, an incident affecting the integrity
or availability of Trustee’s business continuity and disaster recovery system (the “System”), Trustee
shall endeavor to notify the Company in writing, as promptly as practicable, of the incident.


 


(m)
The Trustee shall be entitled to consult with legal counsel in the event that a question or dispute arises with regard to the construction
of any of the provisions hereof, and shall incur no liability and shall be fully protected in acting in accordance with the advice or
opinion of such counsel.


 


[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.


 





	 	COMPANY:
	 	 	 
	 	Acri Capital Acquisition Corporation
	 	 	 
	 	By: 	/s/ “Joy” Yi Hua
	 	 	Name: “Joy” Yi Hua
	 	 	Title: CEO and Chairwoman
	 	 	 
	 	TRUSTEE:
	 	 
	 	Wilmington Trust, National Association,
	 	as Trustee
	 	 	 
	 	By: 	/s/ Ellen Jean-Baptiste
	 	 	Name: Ellen Jean-Baptiste
	 	 	Title: Assistant Vice President


 


[Signature
Page to Form of Investment Management Trust Agreement-Acri Capital Acquisition Corporation]


 




     


     


    

 


SCHEDULE
A


 


Fee
Schedule 


Acri
Capital Acquisition Corp


Trust
Services


 


	Acceptance
Fee: 	 



 


Waived


 


Initial
Fees as they relate to Wilmington Trust acting in the capacity of Trustee and includes review of the Investment Management/Trustee Agreement;
acceptance of the Trustee appointment; setting up of the Trust Account(s) and associated records; and coordination of receipt of funds,
if any, for deposit to the Trust Account(s). Acceptance Fee payable at time of Trust Agreement execution 


 


	Trustee
    - Administration Fee	 


 


$7,500
per annum


 


For
review and execution of SPAC trust agreement, including KYC review and onboarding; reporting; investment management of SPAC proceeds;
dissolution of SPAC trust and distribution of proceeds to transfer agent and/or investors; and other ongoing administrative services
as required.


 





	Out-of-Pocket Expenses:	If any, Billed At Cost



 


Rob
Weiss


Vice
President Wilmington Trust, N.A.


(443)
388-0660


rweiss@wilmingtontrust.com


 




     


     


    

 


 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Wilmington
Trust, National Association


99
Wood Avenue South, 10th Floor


 


Iselin,
NJ 08830


 





	 	Re:	Trust Account No.                                 
Termination Letter







 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Acri Capital Acquisition Corporation (the “Company”)
and Wilmington Trust, National Association (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 forty-eight (48) hours in advance of the actual date (or such shorter time period as you
may agree) 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
on [insert date], and to transfer proceeds to the account of the paying agent specified by the Company 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 EF Hutton
Group, division of Benchmark Investments, LLC (the “Representative”) (with respect to the Deferred Discount)
and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust
account at [●] awaiting distribution, neither the Company nor the Representative will 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 substantially, 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) [an affidavit] [a certificate]
of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s
stockholders, if a vote is held, and (b) 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 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,
	 	 
	 	Acri Capital Acquisition Corporation
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:






 


	Agreed to and acknowledged by:	 
	 	 
	EF Hutton	 
	division of Benchmark Investments, LLC	 
	 	 	 
	By:	    	 
	 	Name:	 
	 	Title:	 



 




     


     


    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Wilmington
Trust, National Association


99
Wood Avenue South, 10th Floor


 


Iselin,
NJ 08830


 





	 	Re:
  	Trust Account No.                                 
Termination Letter






 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Acri Capital Acquisition Corporation (the “Company”)
and Wilmington Trust, National Association (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 the Company’s amended and restated certificate of incorporation,
as described in the Company’s Registration Statement 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 on ___________
and to await distribution to the Public Stockholders. The Company has selected [•] as the record date for the purpose of determining
the Public Stockholders entitled to receive their share of the liquidation proceeds. Upon the distribution of all the funds, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 





	 	Very truly yours,
	 	 
	 	Acri Capital Acquisition Corporation
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 





	Agreed to and acknowledged by:	 
	EF Hutton	 
	division of Benchmark Investments, LLC	 
	 	 	 
	By:	    	 
	 	Name:	 
	 	Title:	 


 




     


     


    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Wilmington
Trust, National Association


99
Wood Avenue South, 10th Floor


 


Iselin,
NJ 08830


 





	 	Re:
  	Trust
Account No.                                 
Tax Payment Withdrawal Instruction 








 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Acri Capital Acquisition Corporation (the “Company”)
and Wilmington Trust, National Association (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,
	 	 
	 	Acri Capital Acquisition Corporation
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 





	Cc:	EF Hutton	 
	division of Benchmark Investments, LLC


	 
	cc:	 



 







     


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Wilmington
Trust, National Association


99
Wood Avenue South, 10th Floor


Iselin,
NJ 08830


 





	 	Re:
  	Trust Account No.                                 
Stockholder Redemption Withdrawal Instruction






 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Acri Capital Acquisition Corporation (the “Company”)
and Wilmington Trust, National Association (the “Trustee”), dated as of ___, 2022 (the “Trust Agreement”),
the Company hereby requests that you deliver to the Company $___________ of the principal and 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 its Public Stockholders who have properly elected to have their shares of Class A Common Stock redeemed
by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of its public Class A Common Stock
if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and
restated certificate of incorporation. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.


 













	 	Very truly yours,
	 	 
	 	Acri Capital Acquisition Corporation
	 	 	 
	 	By:  	 
	 	 	Name:
	 	 	Title:


 





	cc:	EF Hutton	 
	division of Benchmark Investments, LLC