Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust
Agreement (this “Agreement”) is made as of [ ], 2021 by and between Motor City Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, No. 333-253842 (“Registration Statement”) (including the prospectus included
therein) (the “Prospectus”) for the Company’s initial public offering of securities (“IPO”)
has been declared effective as of the date hereof (“Effective Date”) by the U.S. Securities and Exchange Commission
(capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Prospectus);


 


WHEREAS, Deutsche Bank Securities
Inc. and Morgan Stanley & Co. LLC are acting as the representatives (the “Representatives”) of the underwriters
(the “Underwriters”) in the IPO pursuant to an underwriting agreement between the Company and the underwriters
(“Underwriting Agreement”);


 


WHEREAS, simultaneously with
the IPO, the Company’s sponsor will be purchasing 5,333,333 warrants (“Private Placement Warrants”) (or
up to 5,833,333 Private Placement Warrants to the extent the underwriters’ over-allotment option is exercised) from the Company
in a private placement for an aggregate purchase price of $8,000,000 (or up to $8,750,000 to the extent the underwriters’ over-allotment
option is exercised);


 


WHEREAS, as described in the
Prospectus, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from
time to time (the “Charter”), $250,000,000 of the gross proceeds of the IPO and sale of the Private Placement
Warrants (or up to $287,500,000 to the extent the underwriters’ over-allotment option is exercised) 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 Company’s shares of Class A common stock, par value $0.0001 per share (the
 “Common Stock”), issued in the IPO 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 stockholders for whose benefit
the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders,
the Underwriters and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $8,750,000 (or up to $10,062,500 to the extent the underwriters’ over-allotment option
is exercised, is attributable to deferred underwriting discounts and commissions that may become payable by the Company to the underwriters
upon the consummation of an initial business combination (as described in the Prospectus, a “Business Combination”)
(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
located 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, while on deposit, 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 or in connection with the preparation or completion 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;


 






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(i)       Commence
liquidation of the Trust Account only after and promptly following (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 Chief Operating Officer or other authorized officer of the Company (each, an “Authorized
Representative”), and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest (which interest shall be net of any taxes payable and less up to $100,000 of interest that may be released to the
Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein; or (y)
the date which is the later of (1) 24 months after the closing of the IPO and (2) such later date as may be approved by the
Company’s stockholders in accordance with the Company’s Charter, 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 in substantially the form attached as Exhibit B and the Property in the Trust Account, including interest
not previously released to the Company to pay its income or franchise tax (less up to $100,000 of interest that may be released to
the Company to pay dissolution expenses), shall be distributed to the Public Stockholders 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 Stockholders; provided further, that the Trustee has no obligation to monitor or
question the Company’s position that an allocation has been made for income taxes payable;


 


(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, 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; 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, so long as there is no reduction in the principal amount initially
deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written
request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for
the Company (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, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used to
redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an
amendment to the Company’s Charter to modify the substance or timing of the Company’s obligation to allow redemption in
connection with its initial Business Combination or the Company’s obligation to redeem 100% of its public shares of Common
Stock if the Company has not consummated an initial Business Combination within such time as is described in clause (y) of Section
1(i) of this Agreement or with respect to any other provision relating to the Company’s stockholders’ 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


 






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(l)       Not
make any withdrawals or distributions from the Trust Account other than pursuant to Sections 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 an Authorized Representative. 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 the provisions of Section 4 of this Agreement, 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 claim, potential
claim, 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 consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)       Pay
the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made as set forth on Schedule
A hereto, 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 the disbursements are made to the Company pursuant to Section 1(i) solely in connection
with the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s fee
at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Trustee shall refund the Company the annual
administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. 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;


 






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(d)       In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or
certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes (which firm may be the
Trustee) verifying the vote of the Company’s stockholders regarding such Business Combination;


 


(e)       In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee disbursement
instructions which would be prohibited under this Agreement;


 


(f)       Within
five business days after the Representatives, on behalf of the underwriters in the IPO, exercises the over-allotment option (or any unexercised
portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing (with a copy to the Representatives)
of the total amount of the Deferred Discount;


 


(g)       In
the event the Company is entitled to receive a tax refund on its income tax obligation, and promptly after the amount of such refund is
determined on a final basis, provide the Trustee with notice in writing (with a copy to the Representatives) of the amount of such income
tax refund;


 


(h)       If
the Company seeks to amend any provisions of its Charter that would affect the substance or timing of the Company’s Public Stockholders’
ability to convert or sell their shares to the Company in connection with a Business Combination or with respect to any other provisions
relating to the rights of holders of the Common Stock, (in each case, an “Amendment”), the Company will provide
the Trustee with a letter in the form of Exhibit D providing instructions for the distribution of funds to Public Stockholders
who exercise their conversion option in connection with such Amendment;


 


(i)       Provide
the Underwriters 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;


 


(j)       Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A
that the Deferred Discount be paid directly to the account or accounts directed by the Underwriters; and


 


(k)       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.


 


3.       Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)       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 party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b)       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 written 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;


 






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(c)       Refund
any depreciation in principal of any Property;


 


(d)       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;


 


(e)       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 written order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by
the Trustee, with written notification to the Company), 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;


 


(f)       Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company
or any other action taken by it is as contemplated by the Registration Statement;


 


(g)       File
local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements
with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 


(h)       Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j));


 


(i)       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; and


 


(j)       Verify
calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Sections 1(i), (j),
or (k) hereof.


 






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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 Sections 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 during which time 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 by the Company 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 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 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 herein 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 will
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, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. 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.


 






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(c)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i), (j), (k), and (l) hereof (which sections may not be modified, amended or deleted without the
affirmative vote of sixty-five percent (65%) or more of the then issued and outstanding shares of Common Stock and shares of Class B common
stock, par value $0.0001 per share, of the Company voting together as a single class; provided that no such amendment will affect any
Public Stockholder who has properly elected to redeem his Common Stock in connection with a stockholder vote to amend this Agreement that
would affect the substance or timing of the Company’s obligation to redeem 100% of its Common Stock if the Company does not complete
its initial Business Combination within the time frame specified in the Company’s Charter or with respect to any other provisions
relating to the rights of holders of the Common Stock), 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)       This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent
of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended
(“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of
the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in
favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his
election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance
or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination
within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from
the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment in
reliance thereon.


 


(e)       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.


 






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(f)       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 e-mail:


 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor





New York, New York 10004


Attn: Francis Wolf and Celeste
Gonzalez


E-mail:    fwolf@continentalstock.com


        cgonzalez@continentalstock.com


 


if to the Company, to:


 


Motor City Acquisition Corp.


44225 Utica Road


Utica, Michigan 48317


Attention: Eric S. Singer


 


in either case with a copy to:


 


Kirkland & Ellis LLP


601 Lexington Avenue


New York, New York 10022


Attn: David Klein


Jennifer L. Lee


E-mail: dklein@kirkland.com; jennifer.lee@kirkland.com


and:


 


Deutsche Bank Securities Inc.


60 Wall Street, 4th Floor


New York, New York 10005


Attn:      Equity Capital Markets
 — Syndicate Desk


 


Morgan Stanley & Co. LLC


1585 Broadway, 4th Floor


New York, New York 10036


 


with a copy to:


 


Sidley Austin LLP


One South Dearborn


Chicago, Illinois 60603


Attn:      Michael P. Heinz


Keith B. DeLeon


E-mail: mheinz@sidley.com; keith.deleon@sidley.com


 


(g)       This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(h)       Each
of the Trustee and the Company 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.


 






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(i)       This
Agreement is the joint product of the Company and the Trustee 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.


 


(j)       This
Agreement may be signed in counterparts (which may include counterparts delivered by any standard form of telecommunication), each of
which shall be an original and all of which together shall constitute one and the same instrument. The words “execution,”
 “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document
related to this Agreement, if any, shall include images of manually executed signatures transmitted by facsimile or other electronic format
(including, without limitation, “pdf,” “tif” or “jpg”) and other electronic signatures (including,
without limitation, DocuSign and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any
contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect,
validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted
by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures
and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions
Act or the Uniform Commercial Code.


 


(k)       Each
of the Company and the Trustee hereby acknowledges and agrees that the Underwriters are third party beneficiaries of this Agreement.


 


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


 


[Signature Page Follows]


 






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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:
	 	 
	 	MOTOR CITY ACQUISITION CORP.
	 	 
	 	By:	 
	 	Name:
	 	Title:



 






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SCHEDULE A


 


 


	
    Fee Item
	
    Time and method
    of payment
	
    Amount

	Initial acceptance fee	Initial closing of IPO by wire transfer	$3,500.00
	Annual fee	First year, initial closing of IPO by wire transfer;

 thereafter on the anniversary of the effective date 

of the IPO by wire transfer or check	$10,000.00
	Transaction processing fee for 

disbursements to Company 

under Sections 1(i), (j), and (k)	Deduction by Trustee from accumulated income

 following disbursement made to Company under 

Sections 1(i), (j), and (k)	$250.00
	Paying Agent services as 

required pursuant to Section

 1(i) and 1(k)	Billed to Company upon delivery of service 

pursuant to Sections 1(i) and 1(k)	Prevailing rates


 






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EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [ ]


 


Re:    Trust Account-
Termination Letter


 


Dear [ ]:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Motor City Acquisition Corp. (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 [ ] (“Target Business”) to consummate
a business combination with Target Business (the “Business Combination”) on or about [ ]. The Company shall
notify you at least 72 hours in advance of the actual date (or such shorter time 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 the above-referenced trust operating account at J.P. Morgan Chase Bank, N.A. 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 Underwriters (with respect
to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are
on deposit in the trust operating account awaiting distribution, the Company will not earn any interest or dividends.


 


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 substantially concurrently with your transfer of funds to the accounts as directed by the Company and (ii) the Company
shall deliver to you (a) a certificate of the Chief Executive Officer which verifies the vote of the Company’s stockholders in
connection with the Business Combination, if a vote is held, and (b) joint written instructions signed by the Company and the
Representatives with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred Discount from
the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the counsel’s letter 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 in the Trust Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 






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In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and the Company has 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 the Trust Agreement on the business day immediately following the
Consummation Date as set forth in the notice as soon as possible thereafter.


 





	 	Very truly yours,
	 	 
	 	MOTOR CITY ACQUISITION CORP. 
	 	 
	 	By:	            
	 	 
	 	Name:
	 	 
	 	Title:



 


	cc:	
    Deutsche Bank Securities Inc.

    Morgan Stanley & Co. LLC




 






    A-2


     


    

 





EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [ ]


 


Re:     Trust Account
- Termination Letter


 


Dear Mr. [ ]:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between Motor City Acquisition Corp. (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 within the time frame specified in the Company’s
amended and restated certificate of incorporation, as described in the Company’s prospectus relating to its initial public offering
of securities. 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
to the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected
[ ] as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust
operating account. 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 Stockholders in accordance with the terms of the Trust Agreement and the amended and restated
certificate of incorporation of the Company. Upon the distribution of all the funds in 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,
	 	 
	 	MOTOR CITY ACQUISITION CORP. 
	 	 
	 	By:	            
	 	 
	 	Name:
	 	 
	 	Title:


 






    B-1 


     


    

 


	cc:	
    Deutsche Bank Securities Inc.

    Morgan Stanley & Co. LLC



 






    B-2 


     


    

 





EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [ ]


 


Re:    Trust Account
No. [ ] - Tax Expense Withdrawal Instructions


 


Dear Mr. [ ]:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between Motor City Acquisition Corp. (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.


 


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,
	 	 
	 	MOTOR CITY ACQUISITION CORP.
	 	 
	 	By:	            
	 	 
	 	Name:
	 	 
	 	Title:


 


	cc:	
    Deutsche Bank Securities Inc.

    Morgan Stanley & Co. LLC






 






    C-1 


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: [ ]


 


Re:    Trust Account
No. [ ] – Redemption Liquidation Request Instructions


 


Dear Mr. [ ]:


 


Reference is made to the Investment
Management Trust Agreement between Motor City Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust
Company, dated as of [ ], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have
the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(k) of the
Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[ ] of the proceeds of the
Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the stockholders that have requested
conversion of their shares in connection with such Amendment.


 





	 	Very truly yours,
	 	 
	 	MOTOR CITY ACQUISITION CORP.
	 	 
	 	By:	            
	 	 
	 	Name:
	 	 
	 	Title:


 


	cc:	
    Deutsche Bank Securities Inc.

    Morgan Stanley & Co. LLC