Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of February 25, 2021, by and between MCAP Acquisition Corporation,
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. 333-252607) (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 $0.0001 per share (the “Common
Stock”), and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
share of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has
been declared effective as of the date hereof (the “Effective Date”) by the U.S. Securities and Exchange
Commission;


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC, as representative
(the “Representative”) of the several underwriters (the “Underwriters”) named
therein;


 


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”), $275,000,000 of the proceeds of the Offering and the sale of the Private
Placement Warrants (as defined in the Underwriting Agreement) (or $316,250,000, if the Underwriters’ over-allotment option
is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times
in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Common
Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any
interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for
whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $9,625,000, or $11,068,750 if the Underwriters’ over-allotment option is exercised in
full, is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters
upon the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.                  
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)                
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A., (or at another U.S.-chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, 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, 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 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 Representative 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;


 


(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 the Chief Executive Officer, Chief
Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the
Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged
and agreed to by the 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 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) 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 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 attached as Exhibit B and the Property in the Trust Account, including interest (which interest shall be
net of taxes 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; provided, however, that the Trustee has no obligation to
monitor or question the Company’s position that an allocation has been made for 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, 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, as applicable; 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 per share 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 and a written statement from
the principal financial officer of the Company setting forth the actual amount payable (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 to the remitting brokers on behalf of Public Stockholders redeeming shares of
Common Stock the amount required to pay for redeemed shares of Common Stock from Public Stockholders in connection with a stockholder
vote to approve an amendment to the Charter (i) modify the substance or timing of the Company’s obligation to allow redemption
in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering
if the Company does not complete a Business Combination within the time period set forth in the Company’s Charter or (ii)
with respect to any other provision relating to 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


 






    2


     


    

 


(l)                 
Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j) or 1(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, Executive Vice 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 the disbursements are made to the Company pursuant to Section 1(i)
solely in connection with the completion of a Business Combination (defined below). The Company shall pay the Trustee the initial
acceptance fee and the first annual administration fee at the consummation of the Offering 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;


 


(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 (the “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting (which inspector of elections may be the Trustee) verifying the vote of such stockholders regarding such Business Combination;


 






    3


     


    

 


(e)                
 Provide the Representative 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 of Exhibit A that the Deferred Discount be paid directly to the account or accounts directed by the Representative
on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;
and


 


(h)               
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof)
or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


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


 


(a)                
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other
than this Agreement and that which is expressly set forth herein;


 


(b)               
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have
no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)                
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend
any proceeding of any kind with respect to, any of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any
expenses incident thereto;


 


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


 


(e)                
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing
unless provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority
to the Trustee;


 


(f)                 
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken
or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or
willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and
with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof,
unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


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


 


(h)               
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company
is as contemplated by the Registration Statement;


 


(i)                 
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide
periodic written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income
earned on the Property;


 






    4


     


    

 


(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.                  
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;


 


(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)
and Section 4; or


 


(c)                
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds
received by the Trustee from the Company or MCAP Acquisition, LLC, as applicable, shall be returned promptly following the receipt
by the Trustee of written instructions from the Company.


 


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.


 






    5


     


    

 


(c)                
 This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. 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 (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 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, 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 and 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 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 Charter. 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 


Email: cgonzalez@continentalstock.com


 


if to the Company,
to:


 


MCAP Acquisition Corporation


311 South Wacker Drive, Suite 6400


Chicago, Illinois 60606

Attn:Theodore L. Koenig





in each case, with
copies to:


 


Nelson Mullins Riley & Scarborough LLP


101 Constitution Avenue NW


Suite 900


Washington, DC 20001


Attn:Jonathan H. Talcott, Esq. and E. Peter Strand,
Esq.

Email:jon.talcott@nelsonmullins.com and peter.strand@nelsonmullins.com


 






    6


     


    

 


and:


 


Greenberg Traurig, LLP


1750 Tysons Boulevard, Suite 1000


McLean, VA 22102

Attn:Alan I. Annex, Esq. and Jason T. Simon, Esq.

Email:annexa@gtlaw.com and simonj@gtlaw.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 Representative on behalf of the Underwriters
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]






    7


     


    

 


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
	 	 	 
	 	MCAP
    ACQUISITION CORPORATION
	 	 	 
	 	By:	/s/ Scott
    A. Marienau
	 	Name:  	Scott A. Marienau
	 	Title:	Chief Financial 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),
    1(j) and 1(k)	 	Billed to Company following disbursement made to Company under Sections 1(i),
    1(j) and 1(k)	 	$	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


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between MCAP Acquisition Corporation (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 the Target Business (the “Business Combination”) on or about
[insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree)
of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and to transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct
on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the
Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P.
Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative 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, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed
by the Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of
the amounts owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount
directly to the account or accounts directed by the Representative from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 






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


 


	 	         	 	Very truly yours,  
	 	 	 	 	 
	 	 	 	MCAP Acquisition Corporation
	 	 	  	 	 
	 	 	 	By:	       
	 	 	 	Name:  	 
	 	 	 	Title:	 
	Acknowledged and Agreed:	 	 	 
	 	 	 	 
	Cowen and Company, LLC	 	 	 
	 	 	 	 	 
	By:	 	 	 	 
	Name:  	 	 	 	 
	Title:	 	 	 	 



 






    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 MCAP Acquisition Corporation (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 did not effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s Charter, 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 transfer the total proceeds into a
segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has
selected [_________, 20__]1 as the
effective date for the purpose of determining when the Public 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 Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s
Charter. 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,  
	 	 	 	 	 
	 	 	 	MCAP Acquisition Corporation
	 	 	  	 	 
	 	 	 	By:	       
	 	 	 	Name:  	 
	 	 	 	Title:	 
	 	 	 	 
	cc:	Cowen and Company, LLC	 	 	 



 





 



 1
24 months from the closing of the Offering or at a later date, if extended.






 






    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
- Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between MCAP Acquisition Corporation (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,  
	 	 	 	 	 
	 	 	 	MCAP Acquisition Corporation
	 	 	  	 	 
	 	 	 	By:	       
	 	 	 	Name:  	 
	 	 	 	Title:	 
	 	 	 	 
	cc:	Cowen and Company, 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 MCAP Acquisition Corporation (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____] of the principal and
interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries
for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with
a stockholder vote to approve an amendment to the Company’s Charter to (i) modify the substance or timing of the Company’s
obligation to allow redemption in connection with a Business Combination or to redeem 100% of the shares of Common Stock included
in the Units sold in the Offering if the Company does not complete a Business Combination within the time period set forth in
the Company’s Charter or (ii) 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.


 





	 	         	 	Very truly yours,  
	 	 	 	 	 
	 	 	 	MCAP Acquisition Corporation
	 	           	  	 	 
	 	 	 	By:	       
	 	 	 	Name:  	 
	 	 	 	Title:	 
	 	 	 	 
	cc:	Cowen and Company, LLC	 	 	 




 






    D-1