Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
“Agreement”) is made effective as of February 10, 2022, by and between Relativity Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the
“Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-262156 (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 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 A.G.P./Alliance Global Partners, as representative (the “Representative”)
of the several underwriters (the “Underwriters”) named therein;


 


WHEREAS, if a Business Combination (as defined
herein) is not consummated within the 12 month period following the closing of the Offering, upon the request of the Company’s sponsor
(the “Sponsor”), the Company may extend such period by two extensions with each extension being three months for
up to a maximum of six months in the aggregate, subject to the Sponsor or its affiliates or permitted designees depositing $1,250,000
(or $1,437,500 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account no later than the 15 month and
the 18 month anniversary of the Offering (each, an “Applicable Deadline”) for each three month extension (each,
an “Extension”), in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note
for each Extension payable upon consummation of a Business Combination;


 


WHEREAS, as described in the Prospectus, $127,500,000
of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) (or $146,625,000
if the Underwriters’ over-allotment option is exercised in full) and the proceeds from any loans in connection with an Extension, if any,
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”);


 


WHEREAS, pursuant to the Business Combination Marketing
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 business combination fees that will be payable by the Company to the Underwriters upon and concurrently with
the consummation of the Business Combination (as defined below) (the “BCMA Fee”); and


 


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


 


NOW THEREFORE, IT IS AGREED:


 


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


 


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


 


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


 






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(c) In a timely manner, upon the written instruction
of the Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions
of 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; and while account
funds are invested or uninvested, the Trustee may earn bank credits or other consideration;


 


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


 


(e) Promptly notify the Company and the Representative
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


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


 


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


 


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


 


(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by at least two of its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President,
Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized
officer of the Company, and, in the case of a Termination Letter in a form substantially similar to the attached hereto as Exhibit
A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property
in the Trust Account, including interest not previously released to the Company to pay its taxes (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 (1) 12 months after the closing of the Offering (or up to 18 months after the closing
of the Offering if the Company extends the time to complete a business combination as described in the Prospectus) 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,
as amended from time to time (the “Charter”), if a Termination Letter has not been received by the Trustee prior
to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, including interest not previously released to the Company to pay its
taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public
Stockholders of record as of such date;


 




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(j) Upon written request from the Company, which
may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the Trust Account
and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed
by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered
directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to
the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account to
pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing
to make such distribution, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account;
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 State of Delaware for the Company (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, the Trustee shall distribute
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 Charter to modify the substance or timing of the ability
of Public Stockholders to seek redemption in connection with an initial Business Combination or amendments to the Charter prior thereto
or the Company’s obligation to redeem 100% of its shares of Common Stock included in the Units sold in the offering (the “public
shares”) if the Company has not consummated an initial Business Combination within such time as is described in the Charter
or with respect to any other 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;


 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and


 


(m) Upon receipt of an extension letter (“Extension
Letter”) substantially similar to Exhibit E hereto at least ten business days prior to the Applicable Deadline, signed on
behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior to the Applicable
Deadline, follow the instructions set forth in the Extension Letter.


 


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


 


(a) Give all instructions to the Trustee hereunder
in writing, signed by at least two of the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President,
Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j)
and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give
written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold the
Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other
proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of
or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for
expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee
of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification
under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided
that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 




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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 Section 1(i) upon consummation of a Business Combination (defined below). The Company
shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee
shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the
Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


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


 


(f) Unless otherwise agreed between the Company
and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the BCMA Fee is paid directly to the account or accounts directed by the
Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other
person;


 


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


 


(h) Within four (4) business days after the Underwriters
exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with
a notice in writing of the total amount of the BCMA Fee, which shall in no event be less than $4,375,000;


 


(g) If applicable, issue a press release at least
three days prior to the Applicable Deadline announcing that, at least ten days prior to the Applicable Deadline, the Company received
notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending the Applicable Deadline and the
Board has approved such Extension; and


 


(h) Promptly following the Applicable Deadline,
disclose whether or not the deadline for the Company to consummate a Business Combination has been extended.


 


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;


 




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(b) Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct;


 


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


 


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


 


(e) Assume that the authority of any person designated
by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company
shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone else
for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment,
except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting
upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may
be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee
believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


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


 


(h) Provide any assurance that any Business Combination
entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect to the
Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting the
taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports, income
or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless
of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income tax obligations,
except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee has
no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the
Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future.
In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b)
or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account
and not against the Property or any monies in the Trust Account.


 




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5. Termination. This Agreement shall terminate
as follows:


 


(a) If the Trustee gives written notice to the
Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending
which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor
trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management
of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating
to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does
not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an
application to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof (which section
may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination Letter,
this Agreement shall terminate except with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company
and the Trustee will each restrict access to confidential information relating to such security procedures to authorized persons. Each
party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential
information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee
shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


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


 


(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; provided,
however, that no such change, amendment or modification to Section 1(i), 2(f) or Exhibit A may be made without the prior written
consent of the Representative.


 




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(d) This Agreement or any provision hereof may
only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders. 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 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 fifty percent (50%) 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. No such amendment
will affect any Public Stockholder who has otherwise indicated his election to redeem his shares of Common Stock in connection with a
stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s obligation to redeem 100% of the Common
Stock if the Company does not complete its initial Business Combination within the time frame specified in the Charter. Except for any
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification
from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment
in reliance thereon.


 


(e) 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.


 


(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 electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


cgonzalez@continentalstock.com


 


if to the Company, to:


 


Relativity Acquisition Corp.


Tarek Tabsh


Chief Executive Officer


c/o 3753 Howard Hughes Pkwy


Suite 200


Las Vegas, NV 89169


Email: tarek@relativityacquisitions.com


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Barry Grossman, Esq.


Email: bigrossman@egsllp.com








 




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and


 


A.G.P./Alliance Global Partners


7/F 1880 Eastwood Avenue



 


Eastwood City CyberPark


188 E. Rodriguez Jr. Avenue


Bagumbayan, Quezon City


Philippines


Attn: [    ]


Email: [    ]  


 


and


 


Manatt, Phelps & Phillips, LLP


Times Square Tower


New York, NY 10036


Attn: Thomas J. Poletti, Esq.


Email: tpoletti@manatt.com


 


(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) 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
acknowledges and agrees that the Representative on behalf of the Underwriters is a third-party beneficiary of this Agreement.


 


(k) Except as specified herein, no party to this
Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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


 


	 	CONTINENTAL STOCK TRANSFER & 

TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf 
	 	 	Name: Francis Wolf
	 	 	Title: Vice President
	 	 	 
	 	RELATIVITY ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Tarek Tabsh 
	 	 	Name: Tarek Tabsh
	 	 	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 Acceptance fee	 	Initial closing of Offering by wire transfer.	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Billed to Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 


 






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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 Relativity Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of February 10, 2022 (the “Trust Agreement”), this is
to advise you that the Company has entered into an agreement with (the “Target Business”) to consummate a business
combination with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify
you at least seventy-two (72) hours in advance of the actual date (or such shorter 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 the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the Trust Account at J.P. Morgan Chase Bank, N.A. will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to
the BCMA Fee)). It is acknowledged and agreed that while the funds are on deposit in the Trust Account at J.P. Morgan Chase Bank, N.A.
awaiting distribution, the Company will not earn any interest or dividends.


 


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


 


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


 


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


 


	Acknowledged & Agreed by:	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






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EXHIBIT B


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Relativity Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of February 10, 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 Charter. 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 (1) 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 Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Charter. Upon the distribution of all
the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	(1)	24 months from the closing of the Offering or such later date, or as may be approved by the Company’s stockholders in accordance with the Charter.


 


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


 


	 	cc:	A.G.P./Alliance Global Partners


 






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EXHIBIT C


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Relativity Acquisition Corp. (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of [ ], 2022 (the “Trust Agreement”), the
Company hereby requests that you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


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


 


[WIRE INSTRUCTION INFORMATION]


 


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


 


	cc:	A.G.P./Alliance Global Partners


 






    13


     


    

 


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 - Stockholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Relativity Acquisition Corp. (the “Company”) and Continental Stock Transfer
& Trust Company (the “Trustee”), dated as of February 10, 2022 (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 to a segregated account held by you on behalf of the Beneficiaries for distribution to the
Stockholders who have requested redemption of their Common Stock. 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 Charter to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of
Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Charter or with
respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity. As such, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to a segregated account held
by you on behalf of the Beneficiaries.


 


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


 


	cc:	A.G.P./Alliance Global Partners


 






    14


     


    

 


EXHIBIT E


[Letterhead of Company] [Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Extension Letter:


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(m) of the Investment Management
Trust Agreement between A.G.P./Alliance Global Partners (“Company”) and Continental Stock Transfer & Trust Company,
dated as of February 10, 2022 (“Trust Agreement”), this is to advise you that the Company is extending the time available
to consummate a Business Combination for an additional three (3) months, from to (the “Extension”).


 


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


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to deposit [$1,250,000 (or up to $1,437,500 to the extent the over-allotment option in connection with the Company’s
initial public offering is exercised)], which will be wired to you, into the Trust Account investments upon receipt.


 


This is the __ of up to two Extension Letters.


 


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


 


	cc:	A.G.P./Alliance Global Partners


 


 


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