Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of February 23, 2021, by and between BOA Acquisition
Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a
New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement on Form
S-1, File No. 333-252739 (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 by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with BTIG, LLC as representative
(the “Representative”) 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 Warrants (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 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”);


 


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, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


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


 


NOW THEREFORE, IT IS
AGREED:


 


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


 


(a)               Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with
consolidated assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably
satisfactory to the Company;


 






    	 



     


    

 


(b)              
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)              
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States
government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity
of 180 days or less, or in money market funds meeting the conditions of Rule 2a-7(d) promulgated under the Investment Company Act
of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by
the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits or other consideration;


 


(d)              
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)              
Promptly notify the Company and the 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;


 


(g)              
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;


 


(h)              
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all
receipts and disbursements of the Trust Account;


 


(i)                 Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a
letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive
Officer, Chief Financial Officer, 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 a Termination Letter in a form substantially similar to the attached hereto as 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 not previously released to the Company to pay its taxes (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 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 not previously released to the Company to pay its taxes (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; and provided, however, that in the event the Trustee receives a
Termination Letter in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the
Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the
Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been distributed to
the Public Stockholders. It is acknowledged and agreed that there should be no reduction in the principal amount per share
initially deposited in the Trust Account;


 






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(j)                
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the
Property requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest
or other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or
other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there is
no reduction in the principal amount 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 (it being acknowledged and agreed that any such amount
in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no
responsibility to look beyond said request;


 


(k)              
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D, the Trustee shall distribute on behalf of the Company the amount requested by the Company to be used
to redeem shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an
amendment to the Company’s 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 its public shares of Common Stock if the Company has not consummated an initial Business Combination within such
time as is described in clause (y) of Section 1(i) of the Agreement. The written request of the Company referenced above shall
constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility
to look beyond said request; and


 





(l)                
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j)
or (k) above.


 






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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 and until the closing of the 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. 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 verifying the vote of such stockholders regarding such Business Combination;


 






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(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)               
Unless otherwise agreed between the Company and the Representative, 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 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;


 


(g)              
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions that are not permitted under this Agreement; and


 


(h)              
Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof)
or such over-allotment 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 $6,125,000.


 


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;


 






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(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.                 
Termination. This Agreement shall terminate as follows:


 


(a)               If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its
reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this
Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the
successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust
Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does
not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may
submit an application to have the Property deposited with any court in the State of New York or with the United States
District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability
whatsoever; or


 






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(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. 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(f) or Exhibit A may be made without the prior written consent of the Representative.


 


(d)               This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the
Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the
Stockholders” means receipt by the Trustee of a certificate from the inspector of elections of the stockholder
meeting certifying that the Company’s stockholders of record as of a record date established in accordance with Section
213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or any successor rule), who
hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value
$0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment or
modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his
shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing
of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business
Combination within the time frame specified in the Company’s amended and restated certificate of incorporation. Except
for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely
conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability to
any party for executing the proposed amendment in reliance thereon.


 






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(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:


 


BOA Acquisition Corp.


Benjamin A. Friedman


Chief Financial Officer

2600 Virginia Ave NW, Suite T23 Management Office

Washington, D.C. 20037


 


in each case, with copies to:


 


King & Spalding LLP


1700 Pennsylvania Avenue, NW


Washington,
D.C. 20006


Attn: Brian E. Ashin and Alan Noskow


Email:
BAshin@kslaw.com; ANoskow@kslaw.com


 






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and


 


BTIG, LLC


65 East 55th Street


New York, New York 10022


Attn: Tristan Yapalater


 


and


 


Kirkland & Ellis LLP

The Chrysler Building

405 Lexington Avenue

New York, New York 10174


Attn: Christian Nagler.

Tel: (212) 446-4800


 


(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 BTIG, LLC 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]


 






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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title: Vice President



 


	 	BOA ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Benjamin A. Friedman
	 	 	Name: Benjamin A. Friedman
	 	 	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	 
	Trustee administration fee	 	Payable annually.  First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)	 	Billed to Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 


 






    

    

    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf 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 BOA Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of February 23, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”) on or about [insert
date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date 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, 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 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 amounts owed to public stockholders who have
properly exercised their redemption rights and payment of the Deferred Discount to 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.


 






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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 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,
	 	BOA Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


Acknowledged and Agreed by:


	BTIG, LLC
	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






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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 BOA Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of February 23, 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 Section 1(i) of the Trust Agreement.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the
total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders.
The Company has selected (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 Amended and Restated Certificate of Incorporation of the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j)
of the Trust Agreement.


 


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


 


	 	Very truly yours,
	 	 
	 	BOA Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	BTIG, 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 Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between BOA Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 23, 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 a segregated account held by you on behalf of the Beneficiaries:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 
	 	BOA Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	BTIG, 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 Shareholder Redemption Withdrawal
Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(k) of the Investment Management Trust Agreement between BOA Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of February 23, 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 Stockholders who have requested redemption of their 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 amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company
has not consummated an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. 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 the Beneficiaries.


 


	 	Very truly yours,
	 	 	 
	 	BOA Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Cc:	 BTIG, LLC


 






    	 	D-1