Exhibit 10.2


 


 


INVESTMENT MANAGEMENT TRUST
AGREEMENT


 


This Investment
Management Trust Agreement (this “Agreement”) is made effective as of July 7, 2021 by and between Agrico Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New
York limited purpose trust company (the “Trustee”).


 


WHEREAS, the
Company’s registration statement on Form S-1, File No. 333-255426 (“Registration Statement”) and prospectus (“Prospectus”)
for the initial public offering of the Company’s units (“Units”), each of which consists of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (“Ordinary Share”) and one-half of one warrant (“Warrant”),
each whole Warrant entitling the holder to purchase one Ordinary Share (such initial public offering referred to as the “IPO”)
has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);


 


WHEREAS, the
Company has entered into an Underwriting Agreement (“Underwriting Agreement”) with Maxim Group LLC as representative
(the “Representative”) of the several underwriters (“Underwriters”) named therein;


 


WHEREAS,
as described in the Prospectus, and in accordance with the Company’s Amended and Restated Memorandum and Articles of
Association (“Articles of Association”), $125,000,000 ($143,750,000 if the over-allotment option is exercised in
full) of the proceeds from the IPO and a simultaneous private placement of Warrants 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 IPO as hereinafter provided (the
proceeds to be delivered to the Trustee and any interest subsequently earned thereon will be 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 $4,375,000, or $5,031,250 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company
to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


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


 


NOW THEREFORE, IT IS AGREED:


 


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





 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more)
in the United States, maintained by Trustee, 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, either (i) 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 (the “Investment Company
Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company
Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated
under the Investment Company Act, which invest only in direct U.S. government treasury obligations or (ii) cause the brokerage institution
referred to in 1(a) above to place the Property in a cash demand deposit account; it being understood that unless the Company instructs
the Trustee to do either of the foregoing, the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder; while the funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 


(d) Collect
and receive, when due, all principal and 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 it with respect to any Property requiring action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of its tax
returns 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;


 


(i) Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company
by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee by (A) the 12-month
anniversary of the closing of the IPO (“Closing”), or (B) if the Company’s Board of Directors extends the time to complete
the Business Combination by three (3) months, the 15-month anniversary of the Closing, provided that the Company deposits $0.10 for each
outstanding public share of common stock into the Trust Account on or prior to the 12- month anniversary of the Closing, or (C) if the
Company’s Board of Directors further extends the time to complete the Business Combination by an additional 3-month period, the
18-month anniversary of the Closing, or (D) if the Company’s Board of Directors further extends the time to complete the Business
Combination by an additional 3-month period, the 21-month anniversary of the Closing, provided that the Company deposits an additional
$0.10 for each outstanding public share of common stock into the Trust Account on or prior to the 18-month anniversary of the Closing,
but the Company has not completed the Business Combination within the applicable monthly anniversary of the Closing (“Last Date”),
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto
and distributed to the Public Shareholders as of the Last Date. For example, if during the 12th month, the Company does not deposit $0.10
for each outstanding public share by the last day of the 12th month, then the Last Date shall be the last day of the 12th month; and


 






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(j) Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the
Company by an authorized officer, distribute to Public Shareholders who exercised their redemption rights in connection with an
amendment to Article 49.8 of the Company’s Articles of Association (an “Amendment”) an amount equal to the
pro rata share of the Property relating to the Ordinary Shares for which such Public Shareholders have exercised redemption rights
in connection with such Amendment.


 


 2. Limited Distributions of Income from Trust Account.




 


(a) 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 to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any income or other tax obligation owed by the Company for any amount or liquidation expenses not to exceed $50,000.


 


(b) The
limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i)
or 1(j) hereof.


 


3. Agreements
and Covenants of the Company. The Company agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. The Trustee
shall be entitled to rely on such written instructions from the Company confirmed by telephone instruction from a person which the
Trustee in good faith believes to be given by any one of the persons authorized above to give written instructions;


 


(b) Subject
to the provisions of Section 5 of this Agreement, 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 claim, potential
claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from investment of 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 paragraph, 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 consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 






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(c) Pay
the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, 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 and further agreed that any fees owed to the Trustee shall be
deducted by the Trustee pursuant to Section 1(i) solely in connection with the consummation of a business combination (a “Business
Combination”). The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of
the IPO and thereafter on the anniversary of the Effective Date;


 


(d) In
connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote of
the Company’s shareholders regarding such Business Combination;


 


(e) In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f) If
the Company has an Amendment approved by its shareholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit
C providing instructions for the distribution of funds to Public Shareholders who exercise their redemption rights in connection with
such Amendment;


 


(g) Provide
the Representative with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance; and


 


(h) Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in a form substantially
similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by
the Representative on behalf of the Underwriters.


 


 4. Limitations of Liability. The Trustee shall have no responsibility or liability to:




 


(a) Take
any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no
liability to any party except for liability arising out of its own gross negligence, fraud or willful misconduct;


 






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(b) 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;


 


(c) Change
the investment of any Property, other than in compliance with Section 1(c);


 


 (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 exercise of its own best judgment (provided, that with respect to its duties under Sections 1(i),
1(j), and 2(a) above, the Trustee shall take no action except as set forth in written instructions from the Company, confirmed
by telephone, in accordance with Section 3(a)), except for its 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 is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or
persons (provided, that with respect to its duties under Sections 1(i), 1(j), and 2(a) above, the Trustee
shall take no action except as set forth in written instructions from the Company, confirmed by telephone, in accordance with Section
3(a)). 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 correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination consummated
by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File
local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver payee
statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on
the Property;


 






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(i) Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 


(j) 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; or


 


(k) Verify
calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j), and 2(a)
above.


 


5. 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 3(b) or Section 3(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.


 


 6. 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 act in accordance with this Agreement. At such time that the Company
notifies the Trustee that a successor trustee has been appointed by the Company 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 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 3(b) and Section 5.


 


 7. 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 funds being transferred
to or from the Trust Account 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 information, or of any change in its authorized personnel. In executing funds transfers, the
Trustee will 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 supplied to it or funds transferred based on such information.


 






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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. The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, 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.


 


(c) 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.


 


(d) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of at least two- thirds of
the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a single
class; provided that no such amendment will affect any Public Shareholder who has otherwise indicated his, her or its election to redeem
his, her or its Ordinary Shares in connection with a vote sought to amend this Agreement), this Agreement or any provision hereof may
only be changed, amended or modified by a writing signed by each of the parties hereto; provided, however, that no such change, amendment
or modification may be made without the prior written consent of the Representative. The Trustee may require from Company counsel an opinion
as to the propriety of any proposed amendment.


 


(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, by email or
by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th
floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 






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if to the Company, to:


 





Agrico Acquisition Corp.


Boundary Hall, Cricket
Square


Grand Cayman, KY1-1102, Cayman Islands


Attn: Brent
de Jong, Chief Executive Officer


E-mail: brent@dejongcapital.com


 


in either case with a copy (which copy shall not
constitute notice) to:


 


Maxim Group LLC


405 Lexington Avenue, 2nd Floor


New York, NY 10017


Attn: John Shaw


E-mail: jshaw@maximgrp.com


 


and


 


Ellenoff Grossman & Schole LLP


1345 Sixth Avenue


New York, NY 10105


Attn: Jeffrey Rubin, Esq.


Email: jrubin@egsllp.com


 


and


 


Loeb & Loeb LLP


345 Park Avenue


New York, NY 10154


Attn: Tahra Wright, Esq.


E-mail: twright@loeb.com


 


 (f) This Agreement may not be assigned by the Trustee without the prior consent of the Company.




 


 (g) Each of the Trustee and the Company 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) 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.




 


 (i) 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.




 





 (j) Each of the Company and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this Agreement.




 


[Signature Page Follows]


 






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


 


	 	
    CONTINENTAL STOCK

    TRANSFER & TRUST COMPANY,

    as Trustee

	 	 
	 	

    By:
	/s/ Francis Wolf
	 	Name: 	Francis Wolf
	 	Title:	Vice President
	 	 	 
	 	

    AGRICO ACQUISITION CORP.

	 	 
	 	By:
	/s/ Brent de Jong
	 	Name: 	Brent de Jong
	 	Title:	Chief Executive Officer



 



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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee 	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2
	 	$	250.00	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)
	 	 	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 Agrico Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of               ,
2021 (“Trust Agreement”), this is to advise you that the Company has entered into an agreement with [                                          ]
to consummate a business combination (“Business Combination”) on or about [insert date]. The Company shall
notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined 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 the Trust Account investments and to transfer the proceeds
to the Trust Account at JPMorgan Chaser Bank, N.A. 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 account awaiting distribution, neither the Company nor the Underwriters 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 and (ii)
the Company shall deliver to you (a) a certificate by the Chief Executive Officer, which verifies the vote of the Company’s shareholders
in connection with the Business Combination if a vote is held and (b) joint written instructions from 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
(“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel’s letter 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 of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed after
the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof, your obligations
under the Trust Agreement shall be terminated.


 




    A-1


     


    

 


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 you of written instructions from the
Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following
the Consummation Date as set forth in the notice.





 


	 	Very truly yours,
	 	 
	 	AGRICO ACQUISITION CORP.
	 	 
	 	By: 	                                     
	 	Name:	Brent de Jong
	 	Title:	Chief Executive Officer


 


AGREED TO AND ACKNOWLEDGED BY


 


	MAXIM GROUP LLC	 
	 	 
	By:	 	 
	Name:	 	 
	Title:	 	 


 


    A-2


     


    

 


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 Agrico Acquisition Corp. (“Company”) and Continental Stock Transfer
& Trust Company, dated as of  ,
2021 (“Trust Agreement”), this is to advise you that the Company has been unable to effect a Business Combination
with a Target Company 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 its IPO. Capitalized terms used herein and not otherwise defined 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 the Trust Account and to transfer the total proceeds of the
Trust to the Trust Operating Account at JPMorgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected
[ , 20] as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their
share of the liquidation proceeds. It is acknowledged that while the funds are on deposit in the Trust Operating Account awaiting distribution,
the Company will not earn any interest or dividends. You agree to be the Paying Agent of record and in your separate capacity as Paying
Agent, to distribute said funds directly to the 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 in the Trust Account, your
obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	AGRICO ACQUISITION CORP.
	 	 
	 	By: 	 
	 	Name:	Brent de Jong
	 	Title:	Chief Executive Officer


 


		cc:	Maxim Group LLC



 




    B-1


     


    

 


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 Amendment Notification
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Reference
is made to the Investment Management Trust Agreement between Agrico Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of
                   ,
2021 (“Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


Pursuant to
Section 1(j) 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
total proceeds of the Trust to the Trust Account at [●] to await distribution to the Public Shareholders that have requested conversion
of their shares in connection with such Amendment. The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very truly yours,
	 	 
	 	AGRICO ACQUISITION CORP.
	 	 
	 	By: 	 
	 	Name:	Brent de Jong
	 	Title:	Chief Executive Officer


 


		cc:	Maxim Group LLC



 




    C-1


     


    

 


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





 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between Agrico Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of                     ,
2021 (“Trust Agreement”), the Company hereby requests that you deliver to the Company [$                       ] of the
interest income earned on the Property as of the date hereof. The Company needs such funds to pay for its [income or other tax
obligations][dissolution and liquidation expenses, which expenses will not exceed $50,000].


 


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]


 


	 	AGRICO ACQUISITION CORP.
	 	 
	 	By: 	/s/ Brent de Jong
	 	Name:	Brent de Jong
	 	Title:	Chief Executive Officer


 


		cc:	Maxim Group LLC



 


 


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