Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Agreement is made as of [_______], 2022 by and between Heroic Empire Acquisition Limited (the “Company”) and Continental
Stock Transfer & Trust Company , as trustee (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, No. 333-[ ] (“Registration Statement”) for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS,
EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), representative of the underwriters, and Brookline Capital
Markets, a division of Arcadia Securities, LLC are acting as the joint book running managers in the IPO; and


 


WHEREAS,
if a Business Combination is not consummated within the initial 18 month period from the date that the registration statement is declared
effective, the Company’s insiders may extend such period by three three-months periods, up to a maximum of 27 months in the aggregate,
by depositing $750,000 (or $862,500 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account (as
defined below) no later than the 18 month anniversary of the date that the registration statement is declared effective, the 21 month
anniversary of the date that the registration statement is declared effective, the 24 month anniversary of the date that the registration
statement is declared effective, (each, an “Applicable Deadline”), as applicable, for each three-month extension (each, an
“Extension”), in exchange for which they will receive promissory notes; and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Memorandum and Articles of
Association, $76,500,000of the gross proceeds of the IPO and the net proceeds of a private placement taking place simultaneously therewith
($87,975,000 if the over-allotment option is exercised in full), plus any amount eventually deposited on account of any Extension, will
be delivered to the Trustee to be deposited and held in the Trust Account for the benefit of the Company and the holders of the Company’s
ordinary shares, $0.0001 par value, issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee, including
the proceeds from any loans in connection with an Extension, if any, will be referred to herein as the “Property”; the shareholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public Shareholders
and the Company will be referred to together as the “Beneficiaries”); 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.


 


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 a segregated trust account (“Trust
Account”) established by the Trustee at Deutsche Bank Trust Company Americas 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 instruction of the Company, invest and reinvest the Property (i) in United States government treasury bills,
notes or bonds having a maturity of 180 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company;


 


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


 




    	 



    	 



    

 


(e)
Notify the Company and EF Hutton of all communications received by it with respect to any Property requiring action by the Company;


 


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


 


(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; and


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and,
in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to
by EF Hutton, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in
the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has
not been received by the Trustee by the 18-month anniversary of the closing of the IPO (“Closing”) or, in the event that
the Company extended the time to complete the Business Combination for up to 27-months from the closing of the IPO but has not completed
the Business Combination within the applicable monthly anniversary of the Closing, (“Last Date”), the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the
Public Shareholders as of the Last Date.


 


(j)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least five 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, to follow the instructions set forth in the Extension Letter.


 


(k)
Not disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to be
received by the redeeming Public Shareholders is less than $10.00 per share (plus the amount per share deposited in the Trust Account
pursuant to any Extension Letter).


 


(l)
In connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person,
disburse the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company) that
have tendered their shares directly to the Trustee.


 


(m)
Promptly acknowledge and comply with any irrevocable instruction letter delivered in the form of Exhibit E delivered by the Company in
connection with the disbursement of funds to a Public Shareholder.


 


(n)
Promptly acknowledge, in writing to any redeeming Public Shareholder and the Company, any irrevocable instruction letter in the form
of Exhibit F delivered by such redeeming Public Shareholder after the announcement by the Company of a proposed Business Combination
and promptly comply with any irrevocable written instruction letter in the form of Exhibit F delivered by such Public Shareholder in
connection with the disbursement of funds to such Public Shareholder if the Company has not notified the Trustee in writing during the
Objection Period that such irrevocable written instruction letter is a Non-Compliant Instruction Letter (as defined below).


 


2.
Limited Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit C, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any income or other tax obligation owed by the Company.


 




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


 


(c)
The Company shall provide EF Hutton with a copy of any Termination Letters and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.
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,
President or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i), 2(a) and 2(b) above, 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 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 the provisions of Sections 5 and 7(g) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim,
potential claim, 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 income
earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide such
notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure.
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may
not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld
or delayed. The Company may participate in such action with its own counsel;


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Sections
2(a) and 2(b) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall
be deducted by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation
of a Business Combination, or pursuant to Section 2(b). The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


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


 


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


 


(f)
Upon receiving the written request of a Public Shareholder to do so at any time after the date hereof, provide such Public Shareholder
with a copy of any instruction provided to the Trustee pursuant to Section 1(i) or Section 1(j) along with any Notification (as defined
in Exhibit A), Instruction Letter (as defined in Exhibit A), applicable flow of funds memorandum (or similar document), or any other
notice delivered to the Trustee by the Company regarding the disbursement of Property from the Trust Account resulting in the Property
left in the Trust Account being less than $76,500,000 (or $87,975,000 if the Underwriters’ over-allotment option is exercised in
full) plus any amount eventually deposited on account of any Extension, which, in each case, shall specify to whom the Property shall
be disbursed (such written notice, a “Disbursement Notice” and the date such Public Shareholder receives a Disbursement Notice,
a “Disbursement Notice Date”). Each Disbursement Notice shall be delivered to such Public Shareholder at least two business
days prior to the disbursement of any Property pursuant to Section 1(i) or Section 1(j) and no Property shall be disbursed from the Trust
Account prior to the date that is two business days from the applicable Disbursement Notice Date.


 




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(g)
At the request of any Public Shareholder who has removed shares from street name and holds such shares either in certificated or book-entry
form and, except if such shares are held in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption
in connection with a Business Combination, concurrently with the delivery of such shares, solely if such shares are certificated. to
the Trustee, send an irrevocable written instruction letter in the form of Exhibit E to the Trustee directing the Trustee to disburse
no less than $10.00 per share (plus the amount per share deposited in the Trust Account pursuant to any Extension Letter) to such Public
Shareholder.


 


(h)
Following receipt of a copy of an irrevocable written instruction letter in the form of Exhibit F delivered by a Public Shareholder who
has removed shares from street name and holds such shares either in certificated or book-entry form and, except if such shares are held
in book-entry form, delivered such certificated shares to the Trustee for purposes of redemption in connection with a Business Combination
to the Trustee, review such letter to confirm (i) such letter is in the form of Exhibit F, (ii) a Business Combination has been announced
on or prior to the date of such letter and (iii) the number of ordinary shares set forth on such letter to be redeemed is not greater
than the number of ordinary shares held by the applicable Public Shareholder. Solely if the Company cannot confirm the requirements of
clauses (i) through (iii) of this Section 3(h), but not for any other reason, then within two days of the Company’s receipt of
the applicable copy of the irrevocable written instruction letter in the form of Exhibit F (such time period, the “Objection Period”),
the Company will notify the applicable Public Shareholder and the Trustee in writing that such irrevocable written instruction letter
is a “Non-Compliant Instruction Letter” and that the Trustee shall not comply with such letter.


 


(i).
If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least
five days prior to the Applicable Deadline, the Company received notice from the Company’s insiders that the insiders intend to
extend the Applicable Deadline;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(f)
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence 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), statement, instrument, report or other paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which is believed by
the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. 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;


 




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(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 


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


 


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


 


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


 


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


 


5.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the
Trust Account and not against the Property or any monies in the Trust Account.


 


6.
Termination. This Agreement shall terminate as follows:


 


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


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Paragraph 3(b).


 


7.
Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to 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 information, or of any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon all information supplied to it by the Company, including account names, account numbers and all other identifying
information relating to a beneficiary, beneficiary’s bank or intermediary bank. The Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the wire.


 




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(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. It 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 Sections 1(i), 1(m), 1(n), 1(o), 1(p), 3(g), 3(h) 7(c) and 7(h) (which may only be amended with the approval of the holders of at
least 50% of the ordinary shares sold in the IPO, provided that all Public Shareholders must be given the right to receive a pro-rata
portion of the trust account (no less than $10.00 per share plus the amount per share deposited in the Trust Account pursuant to any
Extension Letter) in connection with any such amendment), this Agreement or any provision hereof may only be changed, amended or modified
by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without
the prior written consent of EF Hutton. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party
waives the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan,
for purposes of resolving any disputes hereunder.


 


(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
facsimile transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor, New York, NY 10004-1561


Attn:
[   ]


Email:
[   ]


 


if
to the Company, to:


 


Heroic
Empire Acquisition Limited


10/F
Tower A, Billion Centre,


Wang
Kwong Road, Kowloon Bay,


Kowloon
Hong Kong


Attn:
William Wai-Lun Ip


 


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


 


EF
Hutton, division of Benchmark Investments, LLC


590
Madison Avenue, 39th Floor


New
York, NY 10022


Attn:
Joseph T. Rallo, Chief Executive Officer


 


and


 


Loeb
& Loeb LLP


2206-19
Jardine House


1
Connaught Place


Central,
Hong Kong SAR


Attn:
Lawrence Venick


Fax
No.: (852) 3923-1100


 








and


 


Mayer
Brown LLP


16th
- 19th Floors, Prince’s Building


10
Chater Road Central


Hong
Kong


Attn:
Thomas Kollar, Esq.


 


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


 


(g)
Each of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h)
Each of the Company and the Trustee hereby acknowledge that EF Hutton is a third party beneficiary of this Agreement.


 




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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:	 
	 	Name:
    	 
	 	Title:
    	 
	 	 
	 	HEROIC
    EMPIRE ACQUISITION LIMITED
	 	 
	 	By:	 
	 	Name:
    	William
    Wai-Lun Ip
	 	Title:
    	Chief
    Executive Officer


 




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SCHEDULE
A


 


	Fee
    Item	 	Time
    and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire
    transfer	 	$	[_______]	 
	Annual fee	 	Initial closing of IPO by wire transfer; thereafter
    on the anniversary of the effective date of the IPO by wire transfer or check	 	$	[_______]	 
	Transaction processing fee for disbursements
    to Company under Section 2	 	Deduction by Trustee from accumulated income
    following disbursement made to Company under Section 2	 	$	[_______]	 
	Paying Agent services as required pursuant
    to section 1(i)	 	Billed to Company upon delivery of service
    pursuant to section 1(i)	 	 	Prevailing rates	 



 




    	Sch. A-1




    	 



    

 


EXHIBIT
A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor, New York, NY 10004-1561


Attn:
[  ]


 


	 	Re:	Trust
    Account No. [_____________] - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Heroic Empire Acquisition Limited (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [*], 2022 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [__________________] (“Target Business”) to consummate
a business combination with Target Business (“Business Combination”) on or about [insert date]. The Company shall
notify you at least 48 hours in advance of the actual date of the consummation of the Business Combination (“Consummation Date”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________]
and to transfer the proceeds to the above-referenced account at Deutsche Bank Trust Company Americas to the effect that, on the Consummation
Date, all of 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. It is acknowledged and agreed that while the funds are on deposit in the trust account 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,
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the
Company’s shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the
Company and EF Hutton, division of Benchmark Investments, LLC with respect to the transfer of the funds held in the Trust Account, which
must provide for the disbursement of no less than $10.00 per share plus the amount per share deposited in the Trust Account per Extension
Letter to redeeming Public Shareholders (“Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, in accordance with
the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation
Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether such funds should remain
in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust
Account pursuant to the terms hereof, 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 the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very
    truly yours,
	 	 	 
	 	HEROIC
    EMPIRE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:
    	William
    Wai-Lun Ip
	 	Title:	Chief
    Executive Officer


 




    	A-1



    	 



    




 


	 	By:	 
	 	Name:	 
	 	Title:
    	Secretary/Assistant
    Secretary


 


	Acknowledged
    and Agreed:	 
	 	 	 
	EF
    Hutton, division of Benchmark Investments, LLC	 
	 	 	 
	By:	                 	 
	Name:
    	 	 
	Title:	 	 


 




    	A-2



    	 



    

 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor, New York, NY 10004-1561


Attn:
[  ]


 


	 	Re:	Trust
    Account No. [______________] - Termination Letter


 


Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between Heroic Empire Acquisition Limited (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [ ], 2022 (“Trust Agreement”), this is
to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified
in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s prospectus relating
to its IPO. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________]
and to transfer the total proceeds to the Trust Operating Account at Deutsche Bank Trust Company Americas to await distribution to the
Public Shareholders. The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public
Shareholders will be entitled to receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned
by the Company on the liquidation proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record
and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Shareholders in accordance with the terms
of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the Company. Upon the distribution of all
the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very
    truly yours,
	 	 	 
	 	HEROIC
    EMPIRE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:
    	William
    Wai-Lun Ip
	 	Title:	Chief
    Executive Officer
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:
    	Secretary/Assistant
    Secretary


 


	cc:	EF
    Hutton, division of Benchmark Investments, LLC


 




    	B-1



    	 



    

 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor, New York, NY 10004-1561


Attn:
[  ]


 


	 	Re:	Trust
    Account No. [___________]


 


Gentlemen:


 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between Heroic Empire Acquisition Limited (“Company”) and
Continental Stock Transfer & Trust Company (“Trustee”), dated as of [ ], 2022 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof. The Company
needs such funds to pay for its tax obligations. 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]


 


	 	HEROIC
    EMPIRE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:
    	William
    Wai-Lun Ip
	 	Title:	Chief
    Executive Officer


 


	cc:	EF
    Hutton, division of Benchmark Investments, LLC


 







    	C-1



    	 



    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor, New York, NY 10004-1561


Attn:
[  ]


 


	 	Re:	Trust
    Account No. [______________] Extension Letter


 


Gentlemen:


 


Pursuant
to Section 1(l) of the Investment Management Trust Agreement between Heroic Empire Acquisition Limited (“Company”) and Continental
Stock Transfer & Trust Company , dated as of [ ], 2022 (“Trust Agreement”), this is to advise you that the Company is
extending the time available in order to consummate a Business Combination with the Target Businesses for an additional three (3) months,
from _______ to _________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to 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 $750,000 (or $862,500 if the underwriters’
over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


This
is the ____ of up to three Extension Letters.


 


	 	Very
    truly yours,
	 	 	 
	 	HEROIC
    EMPIRE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:
    	William
    Wai-Lun Ip
	 	Title:	Chief
    Executive Officer


 


	cc:	EF
    Hutton, division of Benchmark Investments, LLC


 




    	D-1



    	 



    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor, New York, NY 10004-1561


Attn:
[  ]


 


	 	Re:	Trust
    Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant
to paragraphs 1(m) and 3(g) of the Investment Management Trust Agreement between Heroic Empire Acquisition Limited (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [ ], 2022 (“Trust Agreement”), this
constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $__________________which is not less than $10.00 (plus the amount
per share deposited in the Trust Account pursuant to any Extension Letter) to ________________ (the “Shareholder”) for the
_____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts
to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. The Shareholder wire instructions are attached. A share advice or DWAC instruction from our broker is also attached.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys)
incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined
that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken
or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to
rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company has approved the foregoing irrevocable instructions and does hereby extend the Company’s irrevocable
agreement to indemnify your firm for all loss, liability or expense in carrying out the authority and direction herein contained on the
terms herein set forth.


 


The
Shareholder is intended to be and is a third party beneficiary of this letter and the irrevocable instructions set forth herein, and
no amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By
signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Company
and to bind the Company to all of the terms and conditions contained herein.


 





[remainder
of page intentionally left blank]


 




    	E-1



    	 



    

 





	 	Very
    truly yours,
	 	 	 
	 	HEROIC
    EMPIRE ACQUISITION LIMITED
	 	 	 
	 	By:	 
	 	Name:	William
    Wai-Lun Ip
	 	Title:
    	Chief
    Executive Officer


 


	Acknowledged
    and Agreed:	 
	 	 	 
	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY , as Trustee	 
	 	 	 
	 	                	 
	Name:
    	 	 
	Title:	 	 


 





	Cc:	[SHAREHOLDER].





 


Attachments:


Shareholder
Wire Instructions


Share
advice or instruction


 




    	E-2



    	 



    

 


EXHIBIT
F


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street 30th Floor, New York, NY 10004-1561


Attn:
[  ]


 


	 	Re:	Trust
    Account No. [______________] - Irrevocable Instruction in Connection with Business Combination


 


Gentlemen:


 


Pursuant
to paragraphs 1(n) and 3(h) of the Investment Management Trust Agreement between Heroic Empire Acquisition Limited (“Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [_______], 2022 (“Trust Agreement”),
this constitutes our irrevocable instruction to you to (i) in conjunction with the Business Combination (as defined in the Trust Agreement),
disburse a per share amount of $______, for a total disbursement of $_________________which is not less than $10.00 (plus the amount
per share deposited in the Trust Account pursuant to any Extension Letter) per share to ________________ (the “Shareholder”)
for the _____________________ ordinary shares of the Company delivered to you prior to or concurrently herewith for redemption in connection
with the Business Combination, and (ii) deliver to the Shareholder the amounts specified in clause (i) prior to delivering and amounts
to the Depository Trust Company, the Company, or any person from whom you have not received an irrevocable instruction substantially
similar to this one. Our wire instructions are attached. We understand that a servicing fee of $[250.00] will deducted from our payment.
A share advice or DWAC instruction from our broker is attached.


 


The
Company shall indemnify you and your officers, directors, principals, partners, agents and representatives, and hold each of them harmless
from and against any and all loss, liability, damage, claim or expense (including the reasonable fees and disbursements of its attorneys)
incurred by or asserted against you or any of them arising out of or in connection with the instructions set forth herein, the performance
of your duties hereunder and otherwise in respect hereof, including the costs and expenses of defending yourself or themselves against
any claim or liability hereunder, except that the Company shall not be liable hereunder as to matters in respect of which it is determined
that you have acted with gross negligence or in bad faith. You shall have no liability to the Company in respect to any action taken
or any failure to act in respect of this if such action was taken or omitted to be taken in good faith, and you shall be entitled to
rely in this regard on the advice of counsel.


 


The
Board of Directors of the Company does hereby extend the Company’s irrevocable agreement to indemnify your firm for all loss, liability
or expense in carrying out the authority and direction herein contained on the terms herein set forth.


 


No
amendment or modification to the instructions set forth herein may be made without the prior written consent of the Shareholder.


 


By
signing below, the person executing this letter certifies that they are duly authorized to execute this letter on behalf of the Shareholder
and to bind the Shareholder to all of the terms and conditions contained herein.


 





[remainder
of page intentionally left blank]


 




    	F-1



    	 



    




 


	 	Very
    truly yours,
	 	 	 
	 	[SHAREHOLDER]
	 	 	 
	 	By:
    	                        
	 	Name:
    	 
	 	Title:
    	 


 


Acknowledged
and Agreed:


 


	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY , as Trustee	 
	 	 	 
	 	                 	 
	Name:
    	 	 
	Title:	 	 


 





	Cc:
    	Heroic
    Empire Acquisition Limited	 
	 	10/F
    Tower A, Billion Centre,	 
	 	Wang
    Kwong Road, Kowloon Bay,	 
	 	Kowloon
    Hong Kong	 
	 	Attn:
    William Wai-Lun Ip, Chief Executive Officer 	 


 





Attachments:


Shareholder
Wire Instructions


Share
advice or instruction


 




    	F-2