Exhibit 10.2 


 


FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of                     ,
2021 by and between Gateway Strategic Acquisition Co., 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. 333-254614  (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 “Ordinary Shares”),
and one-third 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 Credit Suisse Securities (USA) LLC and Citigroup
Global Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described in the Prospectus,
$300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $345,000,000 if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be
deposited and held in a 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 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 $10,500,000, or $12,075,000 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 Citibank, 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; it being understood that the Trust Account
will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may
earn bank credits or other consideration;



 






     


     


    

 


		(d)	Collect and receive, when due, all 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;



 


		(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 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, or Chairman of the board of directors of the Company (the “Board”)
or another authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representatives,
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 (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) 24 months
after the closing of the Offering 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;



 


		(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 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 Public Shareholders on behalf of the Company the amount requested by the Company to be used
to redeem Ordinary Shares from Public Shareholders properly submitted 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 our initial business combination or to redeem 100% of the Ordinary
Shares included in the Units sold in the Offering (the “public shares”) if the Company has not consummated an
initial Business Combination within such time as is described in the Company’s 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. 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



 


		(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 Chairman
of the Board, Chief Executive Officer, Chief Financial Officer, or another authorized officer of the Company. In addition, except
with respect to its duties under Sections 1(i), 1(j) and 1(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 the Representatives 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 the Representatives on behalf of the Underwriters
prior to any transfer of the funds held in the Trust Account to the Company or any other person;



 






     


     


    

 


		(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; and



 


		(h)	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;



 


		(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), 1(j) or 1(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 Section 2(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. This Agreement 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 Section 1(i), 1(j) and 1(k) hereof (which sections may not be
modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then outstanding 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 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 our initial business combination or to redeem 100% of its Ordinary Shares if the Company does not
complete its initial Business Combination within the time frame specified in the Company’s 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 hereto consent to the jurisdiction and venue of any state or federal court located
in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM
IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.



 


		(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:


 


Gateway Strategic Acquisition
Co.


18th Floor


68 Yee Wo Street


Causeway Bay, Hong Kong


Attn: Hing Bong Humbert Pang


Email: humbertpang@gawcapital.com


 


in each case, with copies to:


 


White & Case


9th Floor, Central Tower,


28 Queen’s Road Central,


Central, Hong Kong


Attn: Jessica Zhou


Email: jessica.zhou@whitecase.com


 


and


 


Credit Suisse Securities (USA)
LLC


Eleven Madison Avenue


New York, New York 10010


Attn: LCD-IBD


 


and


Citigroup Global Markets Inc.


388 Greenwich Street


New York, New York 10013


 


and


 


Davis Polk &Wardwell
LLP


18th Floor, The Hong Kong Club
Building


3A Chater Road


Hong Kong


Attn: James Lin


Email: james.lin@davispolk.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.



 






     


     


    

 


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: 
	 	 
	 	GATEWAY STRATEGIC ACQUISITION CO.
	 	 	 
	 	By:	

	 	 	
        Name: Hing Bong Humbert Pang

        Title: Chief Executive Officer




 


[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 Section 1	 	Billed to Company following disbursement made to Company under Section 1	 	$	[250.00]	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(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 No.                 Termination Letter


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Gateway Strategic Acquisition Co. (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 Representatives 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 Chairman of the Board, the Chief Executive Officer,
Chief Financial Officer, or another 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,
	 	 
	 	Gateway Strategic Acquisition Co.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:




 


	Agreed and acknowledged by:	 
	 	 
	Credit Suisse Securities (USA) LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 




 


	Citigroup Global Markets Inc.	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 






 









     


     


    

 


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 No.                     Termination Letter


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Gateway Strategic Acquisition Co. (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 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 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,
	 	 
	 	Gateway Strategic Acquisition Co.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc:


 


Credit Suisse Securities (USA) LLC


 


Citigroup Global Markets Inc.


 





 



1 24 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 No.                     Tax Payment Withdrawal Instruction


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Gateway Strategic Acquisition Co. (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 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,
	 	 
	 	Gateway Strategic Acquisition Co.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:


 


Credit Suisse Securities (USA) LLC


 


Citigroup Global Markets Inc. 


 






     


     


    

 


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 No.                     Shareholder Redemption Withdrawal Instruction


 


Dear [Mr. Wolf and Ms. Gonzalez]:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Gateway Strategic Acquisition Co. (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 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 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 our initial business combination or
to redeem 100% of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time
as is described in the Company’s 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,
	 	 
	 	Gateway Strategic Acquisition Co.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:


 



Credit Suisse Securities
(USA) LLC


 


Citigroup Global Markets Inc.