PROPOSED AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this Amendment Agreement), dated as of
[ ] 2022, is made by and between RXR Acquisition Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York corporation
(the Trustee).
WHEREAS, the parties hereto are parties to that certain Investment Management Trust Agreement
dated as of March 3, 2021 (the Trust Agreement);
WHEREAS, following the closing of the Offering, a total
of $345,000,000 of the net proceeds from the Offering and Private Placement was placed in the Trust Account;
WHEREAS,
Section 1(i) of the Trust Agreement provides that the Trustee is to liquidate 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
the Company to pay its taxes (less amounts not previously released to the Company to pay its taxes payable and up to $100,000 of interest that may be released to the Company to pay dissolution expenses) only after and promptly after (x) receipt
of, and only in accordance with, the terms of a letter from the Company in a form substantially similar to that attached to the Trust Agreement as Exhibit A or Exhibit B, as applicable, or (y) the date which is the later of
(1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Companys stockholders in accordance with the Companys amended and restated certificate of incorporation 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;
WHEREAS, Section 6(d) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may
only be modified, amended or deleted with the affirmative vote of at least sixty five percent (65%) or more of the then outstanding Class A common stock, par value $0.0001 per share (the Class A Common
Stock) and Class B common, par value $0.0001 per share, of the Company (the Class B Common Stock) voting together as a single class;
WHEREAS, pursuant to a special meeting of the stockholders of the Company held on the date hereof, at least sixty five percent
(65%) of the then issued and outstanding Class A Common Stock and Class B Common Stock, voting together as a single class, voted affirmatively to approve this Amendment Agreement;
WHEREAS, pursuant to a special meeting of the stockholders of the Company held on the date hereof, stockholders of the Company have
passed a special resolution to amend the Companys amended and restated certificate of incorporation; and
WHEREAS, each of
the Company and the Trustee desires to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration
of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions. Capitalized terms contained in this Amendment Agreement, but not
specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Trust Agreement.
2. Amendment to the Trust Agreement. Effective as of the execution hereof,
Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows:
(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, General Counsel or a director of the
B-1