Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
“Agreement”) is made effective as of ________, 2021 by and between Galliot Acquisition Corp., a Delaware corporation
(the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust
company (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-253416 (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 share of
the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of
one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of 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; and


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc. and Evercore
Group L.L.C. (the “Representatives”); and


 


WHEREAS, as described in the Prospectus, $250,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $287,500,000
if the Representatives’ over-allotment option 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 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 $8,750,000, or $10,062,500 if the Representatives’ over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Representatives 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 JPMorgan Chase Bank N.A. (or at another U.S. – chartered commercial bank with consolidated assets of
$100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


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


 


(c)  In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in solely 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 Trustee has no obligation to monitor or


 




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question the Company’s determination that an investment is in
compliance with the foregoing clause; the Company shall not instruct the Trustee to invest in any other securities or assets, it being
understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder
and the Trustee may earn bank credit or other consideration;


 


(d)  Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)  As
soon as practicable notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


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


 


(g)  Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h)  Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)  Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company
and, in the case of Exhibit A, acknowledged and agreed to by the Representatives and complete the liquidation of the
Trust Account and distribute the Property in the Trust Account, including interest earned on funds held in the Trust Account (net of amounts
withdrawn in accordance with this Agreement (including up to $500,000 per annum for working capital purposes) and less up to $100,000
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 (i) 24 months after the closing of the Offering
or 27 months from the closing of the Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement
for an initial Business Combination within 24 months from the closing of the Offering and (ii) 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 funds held in the Trust Account (net of amounts withdrawn in accordance with this Agreement (including up
to $500,000 per annum for working capital purposes)and less up to $100,000 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;


 


(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 such payment the Company shall forward 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 initially deposited in the Trust account; provided, further, 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 relevant taxing authority for the Company. The written request of the Company referenced above shall constitute


 




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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 “Working Capital 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 fund working capital compliance requirements
(a “Working Capital Withdrawal”), which amount shall be delivered directly to the Company; provided, however,
that to the extent there is not sufficient cash in the Trust Account to fund such Working Capital Withdrawal, 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. 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; provided, further, that Working Capital Withdrawal shall not exceed $500,000
per annum;


 


(l)  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 E (a
“Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the Public Stockholders on behalf
of the Company the amount requested by the Company to be used to redeem shares of 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 shares of 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 or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination
activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute
said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(m)  Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j), (k) or (l) 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 the Company’s Chairman of the Board, President, Chief Executive
Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j), 1(k) and
1(l) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any such written instructions and, further,
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 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, or its representatives’, 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 shall not be unreasonably withheld, conditioned, or delayed; provided, further that
the Company may conduct and manage the defense against any Indemnified Claim if the Trustee does not promptly take reasonable steps to


 




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mount such a defense. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company. The Company may participate in any such action with its own counsel;


 


(c)  Pay
the Trustee the fees set forth on Schedule A hereto, including an initial set-up 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 property is distributed to the Company pursuant to Sections 1(i) hereof.
The Company shall pay the Trustee the initial set-up 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 stockholders regarding a merger, capital stock exchange, asset acquisition, stock 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 stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 


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


 


(f)  Unless
otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the accounts as
directed by the Representatives 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 Representatives 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 $8,750,000, or $10,062,500 if the underwriters’ overallotment option is exercised in full.


 


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


 


(a)  
Perform any implied duties or obligations, 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 party except for liability arising out of the Trustee’s, or its representatives’, gross negligence, fraud,
or willful misconduct;


 


(c)  Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred expenses incident thereto;


 


(d)  Change
the investment of any Property, other than in compliance with Section 1 hereof, and in no event shall the Trustee be liable for
the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation of any such
investment prior to its maturity date or the failure of the Company to provide timely written investment instruction


 




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(e)  Refund
any depreciation in principal of any Property;


 





(f)  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;


 


(g)  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, or its representatives’, 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;


 


(h)  Verify
the accuracy of the information contained in the Registration Statement;


 


(i)  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;


 


(j)  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;


 


(k)  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


 


(l)  Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j), 1(k) and 1(l) 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
and Replacement of Trustee. 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 and any other reasonable transfer requests that the Company may make, 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


 




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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).


 


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,
or its representatives’, gross negligence, fraud, or willful misconduct, the Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the funds.


 


(b)  This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c)  This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. 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)  Sections 1(i) and
1(l) hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of
the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is, and shall be,
a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as
the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders” means
receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the
Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General
Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then
outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a
single class, have voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record as
of the record date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common
stock, par value $0.0001 per share, of the Company voting together as a single class, have delivered to such entity a signed writing approving
such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election
to redeem his share of Common Stock in connection with a stockholder vote sought to amend the Certificate of Incorporation. Except for
any liability arising out of the Trustee’s, or its representatives’, 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.


 


(e)  The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, County 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.


 




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(f)  Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by facsimile
transmission:


 


	 	if to the Trustee, to:
	 	 
	 	 	American Stock Transfer & Trust Company, LLC
	 	 	6201 15th Avenue
	 	 	Brooklyn, NY 11219
	 	 	Attn:  Relationship Management 
	 	 	Email: admin12@astfinancial.com
	 	 	 


	 	if to the Company, to:
	 	 
	 	 	
    Galliot Acquisition Corp.

    

    Four Embarcadero Center, Suite 2100 

    San Francisco, CA 94111

    

    Attn: Scott W. Wagner 

	 	 
	 	in each case, with copies to:
	 	 
	 	 	Davis Polk & Wardwell LLP
	 	 	1345 Avenue of the Americas
	 	 	New York, New York 10105
	 	 	Attn: Derek Dostal, Esq. and Yan Zhang, Esq.
	 	 	 
	 	 	 
	 	 	and
	 	 	 
	 	 	
    Morgan Stanley & Co. LLC

    

    2725 Sand Hill Road, Suites 100 & 200, 2nd Floor 

    Menlo Park, CA 94025

    

    Attn: Jacob Wheeler

     

    And

     

    Deutsche Bank Securities Inc.

    

    60 Wall Street. 42nd Floor 

    New York, NY 10005

    

    Attn: Brandon Sun

     

    And

     

    Evercore Group L.L.C. 

    55 East 52nd St

    

    New York, NY 10055 

    Attn: Stu Francis

    

	 	 	 
	 	in each case, with copies to:
	 	 	 
	 	 	
    Sidley Austin LLP

    

    787 Seventh Avenue 

    New York, NY 10019

    

    Attention: Samir Gandhi, Esq., Michael Heinz, Esq. and Keith DeLeon,
Esq. 





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(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)  Each
of the Company and the Trustee hereby acknowledges and agrees that the Representatives are third party beneficiaries of this Agreement.


 


(i)  The
Trustee shall perform its duties under this Agreement in compliance with all applicable laws and keep confidential all information relating
to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance
of the Trustee’s obligations under 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)  This
Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. Only one counterpart signed by the party against whom enforceability is sought needs
to be produced to evidence the existence 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.


 


	 	American Stock Transfer & Trust Company, LLC, as Trustee
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: Executive Director
	 	 
	 	Galliot Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name: Scott W. Wagner 
	 	 	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.	$3,500.00
	Trustee administration fee	Payable annually.  First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	$8,000.00
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j), 1(k) and 1(l)	 Billed to Company following disbursement made to Company under Section 1	$300.00
	Paying Agent services as required pursuant to Section 1(i) and 1(l)	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(l)	Prevailing rates


 


Sch. A-1


 




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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11209

Attn: Relationship Management


 


	 	Re:	Trust Account No.   Termination Letter


 


Dear Mr. ____ 


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Galliot Acquisition Corp. (the “Company”) and American Stock Transfer &
Trust Company, LLC (the “Trustee”), dated as of   , 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (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 into the trust operating
account at JPMorgan Chase 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 Representatives) (with respect to the Deferred Discount). It is acknowledged and agreed that while the funds are on deposit in
the trust operating account at JPMorgan Chase Bank N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”) and (ii) the Company
shall deliver to you (a) [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) a joint written instruction
signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of
amounts owed to public stockholders who have properly exercised their redemptions rights and payment of amounts of the Deferred Discount
to the underwriter from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the
terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated. 


 


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


 




    11 


     


    

	 	Very truly yours,
	 	 
	 	Galliot Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	 	Acknowledged:


 


	 	 	Morgan Stanley & Co. LLC
	 	 	 
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:


	 	 	Deutsche Bank Securities Inc.
	 	 	 
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	
     Title:

     



	 	 	Evercore Group L.L.C.
	 	 	 
	 	 	 
	 	By:	 
	 	 	 Name:
	 	 	 Title:


 


Ex. A-2


 




    12 


     


    

EXHIBIT B


 


[Letterhead of Company] [Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11209

Attn: Relationship Management


 


	 	Re:	Trust Account No.   Termination Letter


 


Dear Mr.  ______:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Galliot Acquisition Corp. (the “Company”) and American Stock Transfer & Trust
Company, LLC (the “Trustee”), dated as of   , 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a Business Combination with a Target Business within the time frame specified
in the Company’s amended and restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the
Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account
held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [insert completion
deadline] as the effective date for the purpose of determining when the Public Stockholders 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 Public Stockholders in accordance with the terms of the Trust Agreement and the amended and restated Certificate
of Incorporation of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Galliot Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	 	 
	 	Morgan Stanley & Co. LLC	 
	 	Deutsche Bank Securities Inc.	 
	 	Evercore Group L.L.C.	 


 


EX. B-1


 




    13 


     


    

EXHIBIT C


 


[Letterhead of Company] [Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11209

Attn: Relationship Management


 


	 	Re:	Trust Account No.   Tax Payment Withdrawal Instruction


 


Dear Mr. _____:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Galliot Acquisition Corp. (the “Company”) and American Stock Transfer &
Trust Company, LLC (the “Trustee”), dated as of   , 2021 (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,
	 	 
	 	Galliot Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	 	 
	 	Morgan Stanley & Co. LLC	 
	 	Deutsche Bank Securities Inc.	 
	 	Evercore Group L.L.C.	 


 


Ex. C-1


 




    14 


     


    

EXHIBIT D


 


[Letterhead of Company] [Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11209

Attn: Relationship Management


 


	 	Re:	Trust Account No.   Working Capital Withdrawal Instruction


 


Dear Mr. _____:


 


Pursuant to Section 1(k) of the
Investment Management Trust Agreement between Galliot Acquisition Corp. (the “Company”) and American Stock Transfer &
Trust Company, LLC (the “Trustee”), dated as of   , 2021 (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 fund its working
capital requirements. 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,
	 	 
	 	Galliot Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	 	 
	 	Morgan Stanley & Co. LLC	 
	 	Deutsche Bank Securities Inc.	 
	 	Evercore Group L.L.C.	 


 


Ex. D-1


 




    15 


     


    

EXHIBIT E


 


[Letterhead of Company] [Insert date]


 


American Stock Transfer & Trust Company, LLC

6201 15th Avenue

Brooklyn, NY 11209

Attn: Relationship Management 


 


	 	Re:	Trust Account No.   Stockholder Redemption Withdrawal Instruction


 


Dear Mr. _____:


 


Pursuant to Section 1(l) of the
Investment Management Trust Agreement between Galliot Acquisition Corp. (the “Company”) and American Stock Transfer &
Trust Company, LLC (the “Trustee”), dated as of   , 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $__________ of
the principal and interest income earned on the Property as of the date hereof into a segregated account held by you on behalf of the
Beneficiaries for distribution to the Stockholders who have requested redemption of their 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 Stockholders
who have properly elected to have their shares of 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. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Galliot Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	 	 
	 	Morgan Stanley & Co. LLC	 
	 	Deutsche Bank Securities Inc.	 
	 	Evercore Group L.L.C.	 


 


Ex. E-1


 




    16