INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this Agreement) is made effective as of ____________, 2021, by and between CEDARLAKE ACQUISITION CORP., a Cayman Islands exempted company (the Company), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the Trustee).
WHEREAS, the Companys registration statement on Form S-1, File No. 333- (the Registration Statement) and prospectus (the Prospectus) for the initial public offering of the Companys units (the Units), each of which consists of one of the Companys 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 BofA Securities, Inc. and Morgan Stanley & Co. LLC, as the representatives (the Representatives) of the several underwriters (the Underwriters) named therein; and
WHEREAS, as described in the Prospectus, $200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $230,000,000 if the Underwriters over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a 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);
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may 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: