Exhibit 10.5


 


AMENDMENT NO. 1 TO

LETTER AGREEMENT


 


This First Amendment (the
“Amendment”) to the letter agreement dated August 17, 2022 (the “Letter Agreement”) is made and entered
into as of the 20th day of September 2022 by and between ClimateRock (the “Company”) and Maxim Group LLC (“Maxim”).
The Company and Maxim are herein collectively referred to as the “Parties” with each individually being a “Party.”


 


WITNESSETH:


 


Whereas,
the Parties entered into that certain Letter Agreement; and


 


Whereas,
the Parties desire to modify certain terms of the Letter Agreement, all as more fully described herein.


 


Now,
therefore, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:


 


		1.	Definitions. Capitalized terms used and not otherwise defined herein shall have the meaning ascribed
to such terms in the Letter Agreement.



 


		2.	Amendments.



 


The following are hereby added as Sections
3(B) and 3(C) of the Letter Agreement (replacing prior Section 3(B)):


 


B. With
respect to any financing undertaken by the Company (or any successor to the Company) during the term of the Agreement, the Company (or
any successor of the Company) shall use Maxim as its sole underwriter, placement agent and/or financial advisor with respect to such financings
upon the economic terms set forth below, it being understood that such other customary terms and conditions of Maxim’s engagement
shall be memorialized under a separate agreement consistent with this Section, and provided, also, that Company shall not be obligated
to pay to Maxim any compensation with respect to investors who are introduced by the Target. With respect to any financing, the Company
agrees to reimburse Maxim for, or otherwise pay and bear, the expenses and fees incurred by Maxim for the full amount of its reasonable
and documented out-of-pocket accountable expenses (which shall include, but shall not be limited to, all fees and disbursements of Maxim’s
counsel, travel, lodging and other “road show” expenses, mailing, printing and reproduction expenses, and expenses incurred
by Maxim in conducting its due diligence, including background checks of the Company’s officers and directors), up to a maximum
of $125,000:


 


		i.	For an issuance of the Company’s senior debt securities, a cash fee payable at any closing equal
to two and one-half percent (2.5%) of the gross proceeds received by the Company at such closing;



 


		ii.	For an issuance of the Company’s subordinated and/or mezzanine debt securities, a cash fee payable
at each closing equal to four percent (4.0%) of the gross proceeds received by the Company at such closing; and



 


		iii.	For equity, equity-linked or convertible securities, a cash fee payable at each closing equal to eight
percent (8.0%) of the gross proceeds received by the Company at such closing.



 


If, within twelve (12) months after
the Term, the Company or any successor to the Company completes any public or private offering of equity, equity-linked or debt securities
or other capital raising activity from any of the investors who were contacted by Maxim in connection with this Agreement, the Company
or any successor to the Company will pay to Maxim upon the closing of such financing or the receipt of such proceeds the compensation
set forth in this Section 3(B).


 


C. The
Company acknowledges and agrees that any compensation payable or paid to Maxim hereunder shall not be construed or characterized as compensation
to an underwriter within the meaning of the rules of the Financial Industry Regulatory Authority, Inc. The Company hereby recognizes that
the fees contemplated by this Agreement do not waive or in any way obviate the Company’s obligation to pay any of the previously
agreed upon deferred compensation due and payable to Maxim under the Underwriting Agreement dated April 29, 2022, between Maxim and the
Company (the “Underwriting Agreement”).


 


		3.	Reference to and Effect on the Letter Agreement. Except as specifically modified or amended by
the terms of this Amendment, the Letter Agreement and all provisions contained therein are, and shall continue, in full force and effect
and are hereby ratified and confirmed. All references in the Letter Agreement to itself shall be deemed references to the Letter Agreement
as amended hereby.



 


		4.	Counterparts. This Amendment may be executed in any number of separate counterparts, each of which
shall be deemed an original and all of which shall be deemed to be one and the same instrument.



 


		5.	Governing Law. This Amendment shall be governed by the laws of New York without regard to principles
of conflict of laws.



 


		6.	Successors and Assigns. This Amendment shall be binding upon the parties and their respective successors
and assigns.



 


		7.	Headings. Headings in this Amendment are included for convenience of reference purposes only and
shall not constitute a part of this Amendment for any other purpose.



 




    


     


    

 


In
witness whereof, the Parties hereto have executed this Amendment as of the day and year first above written.


 


	CLIMATEROCK	 
	 	 	 
	By:	/s/ Per Regnarsson	 
	Name: 	Per Regnarsson	 
	Title:	Chief Executive Officer	 
	 	 	 
	MAXIM GROUP LLC	 
	 	 	 
	By:	/s/ Clifford A. Teller 	 
	Name:	Clifford A. Teller	 
	Title:	Co-President	 
	 	 	 
	By:	/s/ Justin Rabinowitz	 
	Name:	Justin Rabinowitz	 
	Title:	Director, Investment Banking