Exhibit
10.4


 


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2022 by and between
Valuence Merger Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. ________ (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 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary
Share (such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with SVB Securities
LLC, as representative (the “Representative”) to the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS,
as described in the Prospectus, $206,000,0000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $236,900,000 if the Underwriters’ 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 Ordinary Shares included in the Units
issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon)
is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property
will be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred
to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,650,000 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


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


 


NOW
THEREFORE, IT IS AGREED:


 


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


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the
Trustee in the United States at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of
$100 billion or more) 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, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; the Trustee may not 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 while account funds are invested
or uninvested the Trustee may earn bank credits or other consideration;


 




    	1



     


    

 





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


 


(e)
Promptly notify the Company and the 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, Chief Financial Officer, President,
Chief Operating Officer or Chairman of the board of directors of the Company (“Board”) or other authorized
officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000
of interest 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) 15 months (or up to 18 months or 21 months, as applicable) after the closing of the Offering
and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated
memorandum and articles of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case
the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public
Shareholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share
initially deposited in the Trust Account;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to
the Company the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as
a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the
Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing
authority, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; 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 (it being acknowledged
and agreed that any such amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The
written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and
the Trustee shall have no responsibility to look beyond said request;


 


(k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting
brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders
pursuant to the Company’s amended and restated memorandum and articles of association. The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request; and


 


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


 




    	2



     


    

 


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, Chief Executive Officer,
Chief Financial Officer, President, Chief Operating Officer or other authorized officer of the Company. In addition, except with respect
to its duties under Sections 1(i), (j) or (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, 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; 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 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
such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(k)
hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
2(c) and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(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 (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid
directly to the account or accounts directed by the Representatives 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 five business days after the Underwriter exercises its option to purchase additional units (or any unexercised portion thereof)
or such option to purchase additional units expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Discount.


 




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


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s, 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 written instructions from the Company given
as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any reasonably incurred 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, 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;


 


(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, 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 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 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 days of receipt of the resignation notice from the Trustee, the Trustee may submit
an application to have the Property deposited with any court in the State of New York or with the United States District Court for the
Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


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. Except
for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative
vote of at least sixty-five percent of the then issued and 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 properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement to modify
the substance or timing of the Company’s obligation to provide for the redemption of the Ordinary Shares in connection with an
initial Business Combination or an Amendment or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business
Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association), this
Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


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


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company





1
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf & Celeste Gonzalez


 


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 




    	5



     


    

 


if
to the Company, to:


 


Valuence
Merger Corp. I


4
Orinda Way, Suite 100D


Orinda,
CA 94563


Attn:
Sung Yoon Woo


Email:
sungyoon.woo@valuencecap.com


 


in
each case, with copies to:


 


Sheppard,
Mullin, Richter & Hampton LLP


30
Rockefeller Plaza


New
York, New York 10112


Attn:
Richard Friedman, Esq.


E-mail:
rfriedman@sheppardmullin.com


 


and


 


Sheppard,
Mullin, Richter & Hampton LLP


West
Tower 23rd Fl.


Mirae
Asset Center 1


26
Euljiro 5-gil


Seoul
04539


Republic
of Korea


Attn:
Paul J. Kim


E-mail:
pkim@sheppardmullin.com


 


and


 


SVB
Securities, LLC


 


 SVB Securities
LLC 


 1301 Avenue
of the Americas, 12th Floor 


 New York,
New York 10019 


 Attention:
Stuart Nayman 


 Email: stuart.nayman@svbleerink.com 


 


and


 


Davis
Polk & Wardell LLP


450
Lexington Avenue


New
York, NY 10017


Attn:
Derek J. Dostal


E-mail:
derek.dostal@davispolk.com


 


(f)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall
not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the
Trust Account under any circumstance.


 


(g)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(h)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(i)
Each of the Company and the Trustee hereby acknowledges and agrees that each Representative on behalf of the Underwriters is a third-party
beneficiary of this Agreement.


 


(j)
The Trustee shall perform its duties under this Agreement in compliance with all applicable laws and shall 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.


 


(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]


 







    	6



     


    

 


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


 


	 	CONTINENTAL
STOCK TRANSFER & TRUST COMPANY,
	 	 
	 	as Trustee
	 	 	 
	 	By:	                    
	 	Name:	Francis
    Wolf
	 	Title:	Vice
    President
	 	 	 
	 	VALUENCE
    MERGER CORP. I
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


[Signature
page to Investment Management Trust Agreement]


 




    	 



     


    

 


SCHEDULE
A


 





	 	 	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 Sections 1(i),(j), and (k)	 	Billed by Trustee to Company under Section 1	 	$	250.00
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing
 rates



 




    	 



     


    

 


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 & 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 Valuence Merger Corp. I (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2022 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two hours in advance of the actual date (or such shorter time period as you
may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account,
and to transfer the proceeds into the trust operating account at JP Morgan 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 Representatives
(with respect to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in said trust operating account at JP Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor
the Representative will earn any interest or dividends.


 


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


 


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


 


	 	 	COMPANY:
	 	 	 	 
	 	 	Valuence
    Merger Corp. I
	 	 	 	 
	 	 	By:	                
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	SVB
    Securities LLC	 	 


 



    	 



     


    

 


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 & 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 Valuence Merger Corp. I (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2022 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Company’s Amended and Restated Memorandum
and Articles of Association, 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 the trust operating account at JP Morgan Chase Bank,, N.A. to await distribution to the Public Shareholders.
The Company has selected as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive
their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds
while on deposit in the trust operating account. You agree to be the Paying Agent of record and, in your separate capacity as Paying
Agent, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any
payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 


	 	 	COMPANY:
	 	 	 	 
	 	 	Valuence
    Merger Corp. I
	 	 	 	 
	 	 	By:	          
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	SVB
    Securities LLC	 	 


 




    	 



     


    

 


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 & Celeste Gonzalez


 


	 	Re:	Trust
    Account - Tax Payment Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Valuence Merger Corp. I (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]


 


	 	 	COMPANY:
	 	 	 	 
	 	 	Valuence
    Merger Corp. I
	 	 	 	 
	 	 	By:	           
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	SVB
    Securities LLC	 	 


 




    	 



     


    

 


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 & Celeste Gonzalez


 


	 	Re:	Trust
    Account - Shareholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Valuence Merger Corp. I (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’s shareholders $[•] of the principal
and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


Pursuant
to Section 1(k) 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 proceeds of the Trust Account to the trust operating account at JP Morgan Chase Bank, N.A. for distribution to the shareholders
that have requested redemption of their shares in connection with such Amendment.


 


	 	 	COMPANY:
	 	 	 	 
	 	 	Valuence
    Merger Corp. I
	 	 	 	 
	 	 	By:	              
	 	 	Name:	 
	 	 	Title:	 
	 	 	 	 
	cc:	SVB
    Securities LLC