Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment
Management Trust Agreement (this “Agreement”) is made effective as of February 18, 2021, by and between
Figure Acquisition Corp. I, 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. No. 333-252686 ( the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering of the
Company’s units (the “Units”), each of which consists of one share of the Company’s
Class A common stock, par value $0.01 per share (the “Common Stock”), and one-fourth of one
redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock, subject to
adjustment (such initial public offering hereinafter referred to as the “Offering”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated  February 18, 2021 (the “Underwriting Agreement”),
with Citigroup Global Markets Inc. as the underwriter (the “Underwriter”);


 


WHEREAS,
as described in the Prospectus, $250,000,000 of the gross proceeds of the Offering, the sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $287,500,000, if the Underwriter’s 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 Common Stock included
in the Units issued in the Offering (the “Public Stockholders”) and the Underwriter 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 Public Stockholders, for whose benefit the Trustee shall hold the Property, will
be referred to collectively as the “Covered Stockholders,” and the Covered Stockholders, the
Company and the Underwriter 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 $10,062,500 if the Underwriter’s
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions (the “Deferred
Discount”) that will be payable by the Company to the Underwriter upon and concurrently with the consummation of
the 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 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 (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; 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 Underwriter 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, 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;


 




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(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 any of its Chief Executive Officer, Chief Financial
Officer, President, Vice President, Secretary or Chairman of the Board of Directors of the Company (the “Board”)
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the
Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses in the case of a Termination Letter in the form of
Exhibit B hereto), 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
stockholders in accordance with the Company’s amended and restated certificate of incorporation if a Termination Letter
has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with
the procedures set forth in the form of letter attached hereto as Exhibit B and the Property in the Trust Account, including interest
not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses) shall be distributed to the Covered Stockholders 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, 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, including any franchise 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 price per share 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, 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 Company’s
amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to allow
redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of the shares of
Common Stock included in the Units sold in the Offering (the “Public Shares”) if the Company has not
consummated an initial Business Combination within the time period set forth in the Company’s amended and restated certificate
of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity; and


 




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(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, President, Vice President or Secretary. 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 the closing of the Business Combination. 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 a 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;


 




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(e) Provide
the Underwriter 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 Underwriter, 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 Underwriter 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
five (5) business days after the Underwriter exercises its over-allotment option in connection with the Offering (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, which shall in no event be less than $8,750,000.


 


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, franchise and income 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 


     


    

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 (which section may not be amended under any circumstances) 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. Subject to Section
6(d), 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.


 




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(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 (i) 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 (or
any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock, 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, or (ii) the Company’s stockholders of record as of the record date who hold sixty-five percent (65%) or
more of all then outstanding shares of the Common Stock, Class B common stock, par value $0.0001 per share, of the Company voting
together as a single class, have delivered to the Trustee a signed writing approving such change, amendment or modification. No
such amendment will affect any Public Stockholder who has otherwise properly indicated his, her or its election to redeem his,
her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement, including a corresponding
change to 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.


 


(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 electronic mail:


 


if
to the Trustee, to:


 


Continental Stock Transfer
& Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Figure Acquisition Corp.
I

650 California Street, Suite 2700





San Francisco, CA 94108 


Attn: Chief Financial Officer





Email: tj@figure.com


 




    7 


     


    

in
each case, with copies, which shall not constitute notice, to:


 


Davis Polk & Wardwell
LLP 


450 Lexington Avenue 


New York, NY 10017

Attn: Derek Dostal 


Email: derek.dostal@davispolk.com


 


and


 


Citigroup
Global Markets Inc. 


388
Greenwich Street 


New
York, NY 10013 


Attn: Pavan Bellur 


Email: pavan.bellur@citi.com


 


and


 


Paul Hastings LLP





200 Park Avenue 


New York, NY 10166 


Attention: Frank Lopez 


Email: franklopez@paulhastings.com


 


(g) 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.


 


(h) 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.


 


(i) 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.


 


(j) Each of
the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(k) 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
	 	 	 
	 	 	 
	 	FIGURE ACQUISITION
        CORP. I

         

	 	 
	 	By:

        
	 /s/ Christopher D. Davies
	 	Name:	Christopher D. Davies
	 	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	 	First year, initial closing of Offering
    by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	
	Transaction processing fee for disbursements to Company under Sections
    1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Section
    1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and
    1(k)	 	Billed to Company upon delivery of service pursuant to Sections
    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 and Celeste Gonzalez


 


Re: Trust Account
- Termination Letter


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Figure Acquisition Corp. I (the
“Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of February 18, 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 the Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours (or such
shorter time as you may agree) in advance of the actual date fixed for 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 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 Underwriter (with respect to the Deferred Discount)).
It is acknowledged and agreed that while the funds are on deposit in the Trust 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 (the
“Notification”) and (ii) the Company shall deliver to you (a) a certificate of its Chief Executive Officer,
Chief Financial Officer or Chief Operating Officer (the “Vote Verification Certificate”), which verifies
either that (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 Underwriter 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 payment of the Deferred Discount to the Underwriter 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,
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.


 




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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 you 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 or as soon thereafter as possible.


 


[Signature
Page Follows]


 




    10 


     


    

	 	Very truly yours,

         

	 	 
	 	Figure Acquisition
        Corp. I

         

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc: Citigroup Global Markets
Inc.


 




     


     


    

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


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Figure Acquisition Corp. I (the
“Company”) and Continental Stock Transfer & Trust Company (the
“Trustee”), dated as of February 18, 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] 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 Covered Stockholders. The Company has selected [_________,
20__]1 as the effective date for the purpose of determining when the Covered Stockholders 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 Covered Stockholders in accordance with the terms of the Trust Agreement and the
Company’s [amended and restated] 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,
	 	 	 
	 	Figure Acquisition Corp. I
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc: 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 and Celeste Gonzalez


 


Re: Trust Account
- Withdrawal Instruction


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Figure Acquisition Corp. I (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 18, 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,

         

	 	 	 
	 	Figure Acquisition
        Corp. I

         

	 	 	 
	 	By:

         
	 
	 	Name:	 
	 	Title:	 


 


cc: 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 and Celeste Gonzalez


 


Re: Trust Account
- Stockholder Redemption Withdrawal Instruction


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Figure Acquisition Corp. I (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of  February 18, 2021 (the
“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 a segregated account held by you on behalf of 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 Company’s [amended and restated] certificate of incorporation
to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business
Combination or the Company’s obligation to redeem 100% of 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] certificate of incorporation
or to affect provisions of the Company’s [amended and restated] certificate of incorporation relating to the Company’s
pre-initial Business Combination activity or related stockholder rights. 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.


 


	 	Very truly yours,
	 	 	 
	 	Figure Acquisition
        Corp. I

         

	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 


cc: Citigroup Global Markets
Inc.