EX-10.2





 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________, 2021 by and between
Investcorp Europe Acquisition 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. 333-[ ] (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the
Company’s units (the “Units”), each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary
Shares”), and one-half of one redeemable warrant, 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 Citigroup Global
Markets Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”) named therein; and 

WHEREAS, as described in the Prospectus, $255,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $293,250,000 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 Class A 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 $8,750,000, or $10,062,500 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 and concurrently with the consummation of the Business Combination (as
defined below) (the “Deferred Discount”); and 
 WHEREAS, the Company and the Trustee desire to enter into this
Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property. 
 NOW THEREFORE, IT IS AGREED: 

 

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



  

	 	(a)	 Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust
Account established by the Trustee in the United States at 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;



  

	 	(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; 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 the account funds
invested or uninvested may earn bank credits or other consideration; 


  













	 	(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 or in connection with the preparation or completing of the audit of the Company’s financial statements by the Company’s
auditors; 


  

	 	(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 and promptly (x) after 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, or another 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 not previously released to the Company to pay its tax obligations(less taxes payable and 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 after the closing of the Offering (or up to 21 months, as may be extended by the Company in accordance with its amended and restated memorandum and articles of association)
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 (less taxes payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date; provided, however, that in the event the Trustee
receives a Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of
this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to the Public Shareholders; 



 

	 	(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 Class A Ordinary Shares the
amount required to pay redeemed Class A 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 



  
 2 














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


  

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



  

	 	(a)	 Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive
Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) and (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; 



 

	 	(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(j) 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), Schedule A 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 each 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 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 each 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; 



  
 3 














	 	(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; 


  

	 	(h)	 If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Class A Ordinary Shares if the Company does not complete
its initial Business Combination within 15 months from the closing of the Offering (or up to 21 months, as may be extended by the Company in accordance with its amended and restated memorandum and articles of association) or (B) with respect to
any other material provision relating to the shareholders’ rights or pre-initial Business Combination activity (in each case, an “Amendment”), the Company will provide the Trustee
with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who exercise their redemption option in connection with such
Amendment; and 


  

	 	(i)	 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 Deferred Discount. 



 

	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 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; 



  
 4 














	 	(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, 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), (j) or (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 (c) hereof, the Trustee shall pursue such Claim solely against the Company and its
assets outside the Trust Account and not against the Property or any monies in the Trust Account. 


  

	5.	 Termination. 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 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. 


  

	 	(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), (j) and (k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent




  
 5 














	 	
(65%) of the then outstanding Class A 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 Class A Ordinary Shares in connection with a shareholder vote to amend this Agreement (A) to modify the substance or timing of the
Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Class A Ordinary Shares if the Company does not complete its initial Business Combination within 15 months
from the closing of the Offering (or up to 21 months, as may be extended by the Company in accordance with its amended and restated memorandum and articles of association) or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-initial Business Combination activity), 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 expressly agree that this Agreement shall be governed by and construed under the laws of the State
of New York as applied to agreements among New York residents entered into and to be performed entirely within New York, without regard to the conflict of law provisions of such jurisdiction. Any legal suit, action or proceeding arising out of or
based upon this agreement or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York in each case located in the City of New York, and each party irrevocably submits to
the exclusive jurisdiction of such courts in any such suit, action or proceeding. 


  

	 	(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, New York 10004 

Attn: Francis Wolf & Celeste Gonzalez 

Email: fwolf@continentalstock.com 

Email: cgonzalez@continentalstock.com 

if to the Company, to: 

Investcorp Europe Acquisition Corp I 

Century Yard, Cricket Square 

Elgin Avenue, PO Box 1111 
 George
Town Grand Cayman 
 Cayman Islands KY1-1102 

Attention: [•] 
 Email:
[•] 
 in each case, with copies to: 

Shearman & Sterling LLP 

Bank of America Tower 
 800
Capitol Street, Suite 2200 
 Houston, Texas 77002 

Attention: William B. Nelson/Emily Leitch 

Email: bill.nelson@shearman.com/emily.leitch@shearman.com

and 
 Citigroup
Global Markets Inc. 
 388 Greenwich Street 

New York, NY 10013 

Attn: General Counsel 

Fax: (646) 291-1469 

  
 6 













 and 

Credit Suisse Securities (USA) LLC 

[Address] 

Attention: [•] 

Email: [•] 

and 
 Skadden,
Arps, Slate, Meagher & Flom LLP
 525 University Avenue, Suite 1400 

Palo Alto, California 94301 

Attention: Gregg A. Noel 

Email: gregg.noel@skadden.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 the Representatives on behalf of the
Underwriters are third-party beneficiaries of this Agreement. 


  

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



  
 7 













 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
	
	 INVESTCORP EUROPE

ACQUISITION CORP I

		
	By:	 	  

		 	 Name:
 Title:



  

  
 [Signature Page to
Investment Management Trust Agreement] 













 SCHEDULE A 
  

							
	 Fee Item
	  	 Time and method of payment
	  	Amount	 
	Initial set-up fee.	  	Initial closing of Offering by wire transfer.	  	$	3,500.00	 
	Trustee administration fee	  	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	  	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	  	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	  	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i), (j) and (k)	  	Billed to Company upon delivery of service pursuant to Section 1(i), (j) and (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 Ladies and Gentlemen: 
 Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Investcorp Europe Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of __________, 2021 (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, 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 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
Deferred Discount)). 
 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 of the Chief Executive Officer, Chief Financial 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) a joint written instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their
redemption rights and payment of the Deferred Discount directly to the account or accounts directed by the Representatives 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,
	
	Investcorp Europe Acquisition Corp I
		
	By:	 	  

		 	Name:
		 	Title:


 cc: Citigroup Global Markets Inc. 

 Credit Suisse Securities (USA) 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 Ladies and Gentlemen: 
 Pursuant to
Section 1(i) of the Investment Management Trust Agreement between Investcorp Europe Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of __________, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business (the
“Business Combination”) within 15 months from the closing of the Company’s initial public offering [(or up to 21 months, as may be extended by the Company in accordance with its 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 a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has
selected                1 as the effective date for the purpose of determining when the Public Shareholders
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 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(i) of the Trust Agreement. 

 

			
	Very truly yours,
	
	Investcorp Europe Acquisition Corp I
		
	By:	 	  

		 	Name:
		 	Title:


 cc: Citigroup Global Markets Inc. 

 Credit Suisse Securities (USA) LLC 

 

	1 	 15 months from the closing of the Offering, or at a later date, if extended. 














 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 Ladies and Gentlemen: 
 Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Investcorp Europe Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company, dated as
of __________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company
$                 of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay for the tax obligations as set forth on the
attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at: 
 [WIRE INSTRUCTION INFORMATION] 

 

			
	Very truly yours,
	
	Investcorp Europe Acquisition Corp I
		
	By:	 	  

		 	Name:
		 	Title:


 cc: Citigroup Global Markets Inc. 

 Credit Suisse Securities (USA) 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 Ladies and Gentlemen: 
 Pursuant to
Section 1(k) of the Investment Management Trust Agreement between Investcorp Europe Acquisition Corp I (the “Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of __________, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders 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 Public Shareholders who have requested redemption of their Class A Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

The Company needs such funds to pay its Public Shareholders who have properly elected to have their Class A Ordinary Shares redeemed by
the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public Class A Ordinary Shares if the Company has not consummated an initial Business Combination within 15 months from the closing of the
Company’s initial public offering (or up to 21 months, as may be extended by the Company in accordance with its amended and restated memorandum and articles of association) or (B) with respect to any other material provisions relating to
shareholders’ 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.

  

			
	Very truly yours,
	
	Investcorp Europe Acquisition Corp I
		
	By:	 	  

		 	Name:
		 	Title:


 cc: Citigroup Global Markets Inc. 

 Credit Suisse Securities (USA) LLC