EX-10.1





 Exhibit 10.1 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021, by and
between Lerer Hippeau Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1, File
No. 333-253066 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s shares of Class A
common stock, par value $0.0001 per share (“Common Stock”) (such initial public offering hereinafter referred to as the “Offering”), has been declared effective as of March 4, 2021 by the U.S.
Securities and Exchange Commission; and 
 WHEREAS, the Company has entered into an Underwriting Agreement, dated as of March 4, 2021
(the “Underwriting Agreement”), with Barclays Capital Inc. and Code Advisors LLC, as 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 Shares (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 segregated trust account located at all
times in the United States (the “Trust Account”) for the benefit of the Company, the holders of the shares of Common Stock issued in the Offering and the Underwriters 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 are referred to as the “Public
Stockholders,” and the Public Stockholders, the Company and the Underwriters are referred to together as the “Beneficiaries”); and 

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 (the “General Deferred Discount”), 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 a Business Combination (as defined below); 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, which Trust Account
shall be established by the Trustee in the United States at JPMorgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and maintained by the Trustee, 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 (the “Investment Company Act”), 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 (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 Trustee may earn bank credits or other consideration during such periods; 
 (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 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, and to such other persons as the Company may instruct, 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, President, Chief Operating Officer, Chief Financial Officer or Secretary or the Chairman of
its Board of Directors (the “Board”) or by any other 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 (net of taxes payable and, in the case of a Termination Letter in the form of Exhibit B hereto, 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 Offering and (2) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation, as the same may be amended (the “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 hereto as Exhibit B and the Property in the Trust Account, including
interest earned on the funds held in the Trust Account (net of taxable payable and 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. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account; 

  
 2 













 (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 “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 obligations 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 such distribution shall not result in a reduction in the principal amount per share initially
deposited in the Trust Account; provided, however, 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 and a written statement from the principal financial officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that no amount in excess of interest income earned on the
Property shall be payable from the Trust Account). The Withdrawal Instruction 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 “Stockholder Redemption Withdrawal Instruction”), 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 for redemption in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (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 the Company’s obligation to redeem 100% of the shares of Common Stock sold in the Offering (such shares, the “Public Shares”) if the
Company has not consummated an initial Business Combination within such time as is described in the Certificate of Incorporation or (B) with respect to any other provision relating to stockholders’ rights or
pre-initial Business Combination activity. The Stockholder Redemption Withdrawal Instruction 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, President, Chief Operating Officer, Chief Financial Officer or Secretary or another 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
documented expenses, including reasonable outside 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


  
 3 













 
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, or on behalf of, the Company pursuant to Section 1(i) 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 stockholders
regarding any merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business Combination”), provide to the
Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders 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) 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; 

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

(h) Within four (4) business days after the Underwriters’ exercise of 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 General Deferred Discount, which shall in no event be less than $7,000,000 (or $8,050,000 if the Underwriters’ over-allotment option
is exercised in full. 
 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 party under this Agreement 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 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; 

  
 4 













 (d) Change the investment of any Property, other than in compliance
with Section 1 hereof; 
 (e) Refund any depreciation in principal of any Property; 

(f) 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; 
 (g) The
Company 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; 

(h) Verify the accuracy of the information contained in the Registration Statement; 

(i) 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; 
 (j) 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; 

(k) 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, franchise and income tax obligations, except pursuant
to Section 1(j) hereof; or 
 (l) Verify calculations, qualify or otherwise approve the Company’s written requests
for distributions pursuant to Sections 1(i), (j) and (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 













 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 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 (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, 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. 
 (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), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five
percent (65%) or more of the then outstanding shares of Common Stock and 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, her or its Public Shares in connection with a stockholder vote to amend this Agreement), 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; provided, however, that no such change, amendment or modification to Section 1(i), 2(g) or Exhibit A may be
made without the prior written consent of the Representatives. 

  
 6 













 (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 and Celeste Gonzalez 

Email: fwolf@continentalstock.com 

Email: cgonzalez@continentalstock.com 

if to the Company, to: 
 Lerer
Hippeau Acquisition Corp. 
 100 Crosby Street, Suite 201 

New York, New York 10012 
 Attn:
Joe Medved 
 Email: joe@lererhippeau.com 

in each case, with copies to: 

Proskauer Rose LLP 
 Eleven Times
Square 
 New York, New York 10036 

Attn: Daniel Forman, Steven Burwell 

Email: dforman@proskauer.com 

Email: sburwell@proskauer.com 
 if
to the Underwriters, to 
 Barclays Capital Inc. 

745 Seventh Avenue 
 New York, New
York 10019 
 Attn: Syndicate Registration 

CODE Advisors LLC 
 921 Front
Street 
 San Francisco, California 94111 

Attn: General Counsel 
 and 

White & Case LLP 

  
 7 













 
1221 Avenue of the Americas 
 New York, New York 10020 

Attn: Elliot Smith 
 Email:
Elliot.smith@whitecase.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 counterparts, each of which when so executed shall be deemed to be an original and all of which when
taken 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 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. 

(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. 
 [Signature Page Follows] 

  
 8 













 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:	 	 /s/ Francis Wolf

	Name: Francis Wolf
	Title: Vice President
	
	LERER HIPPEAU ACQUISITION CORP.
		
	By:	 	 /s/ Joseph Harry Medved

	Name: Joseph Harry Medved
	Title: Chief Operating Officer


 [Signature Page to Investment Management Trust Agreement] 












 SCHEDULE A 
  

							
	 Fee Item
	  	 Time and method of payment
	  	Amount	 
	Initial acceptance fee	  	Initial closing of IPO by wire transfer	  	$	3,500	 
	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	 
	Transaction processing fee for disbursements to Company under Section 2	  	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	  	$	250	 
	Paying Agent services as required pursuant to section 1(i)	  	Billed to Company upon delivery of service pursuant to section 1(i)	  	 	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 and Celeste Gonzalez

 Re: Trust Account – Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Lerer Hippeau 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 entered into an agreement with [●] (the “Target Business”) to consummate a business combination with Target Business (the “Business Combination”) on or about [●]. The Company shall
notify you at least seventy-two (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, such that, on the Consummation Date, all of funds held in the Trust Account will be immediately available for
transfer to the account or accounts that the Company and the Representatives, solely with respect to the General Deferred Discount, shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the Trust
Account awaiting distribution, none of the Company or the Representatives will 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
(the “Notification”) and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer of the Company (the “Vote Verification Certificate”), which verifies that
either (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is required and none has
been 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 Stockholders who have properly
exercised their redemption rights and express instructions to pay the General Deferred Discount from the Trust Account directly to the account or accounts directed by the Representatives (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, the Vote Verification Certificate 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. 

  
 A-1 













 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 such original Consummation Date as set forth in such notice as soon thereafter as possible. 

 

			
	Very truly yours,
	
	Lerer Hippeau Acquisition Corp.
		
	By:	 	     

	Name:
	Title:


  

	Cc:	 Barclays Capital Inc. 



Code Advisors 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: Francis Wolf and Celeste Gonzalez

 Re: Trust Account – Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(i) of the Investment Management Trust Agreement between Lerer Hippeau 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 Certificate of Incorporation, 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 keep the total proceeds thereof in the Trust Account 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 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 Public Stockholders in accordance with the terms of the Trust Agreement and the Certificate of Incorporation. 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,
	
	Lerer Hippeau Acquisition Corp.
		
	By:	 	     

	Name:
	Title:


  

	Cc:	 Barclays Capital Inc. 



Code Advisors LLC 

  
 B-1 













 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 and Celeste Gonzalez

 Re: Trust Account Tax Payment Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Lerer Hippeau Acquisition
Corp. (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,
	
	Lerer Hippeau Acquisition Corp.
		
	By:	 	     

	Name:
	Title:


  

	Cc:	 Barclays Capital Inc. 



Code Advisors 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: Francis Wolf and Celeste Gonzalez

 Re: Trust Account – Stockholder Redemption Withdrawal Instruction 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(k) of the Investment Management Trust Agreement between Lerer Hippeau Acquisition
Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (“Trust Agreement”), the Company hereby requests that
you deliver $[●] of the principal and interest income earned on the Property as of the date hereof to the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company as described below. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement. 
 The Company needs such funds to pay the Public
Stockholders who have properly elected to have their Public Shares redeemed by the Company in connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (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 Public Shares if the Company has not consummated its initial Business Combination within such time as is
described in the Certificate of Incorporation or (B) with respect to any other provision relating to stockholders’ 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 to a segregated account held by you on behalf of such Public Stockholders in accordance with your customary procedures. 

 

			
	Very truly yours,
	
	Lerer Hippeau Acquisition Corp.
		
	By:	 	     

	Name:
	Title:


  

	Cc:	 Barclays Capital Inc. 



Code Advisors LLC 

  
 D-1