Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


WESTERN ACQUISITION VENTURES CORP.


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Western Acquisition Ventures Corp.,
a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability
trust company (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-[●] (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 common stock, par value $0.0001 per share (the “Common Stock”), and
one redeemable warrant to purchase one-half (1/2) of a share of Common Stock at a price of $11.50 per whole share, 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 (the “SEC”);


 


WHEREAS,
the Company has entered into an Underwriting Agreement, dated [●], 2021 (the “Underwriting Agreement”), with A.G.P./Alliance
Global Partners (“A.G.P.”), as representative (the “Representative”) of the several underwriters named therein
(the “Underwriters”);


 


WHEREAS,
as described in the Prospectus, $150,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined
in the Underwriting Agreement) (or $172,500,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company, the holders of the Common Stock included in the Units issued in the Offering, and the Underwriters, as
hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as
the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as
the “Public Stockholders,” and the Public Stockholders, the Company and the Underwriters will be referred to together as the
“Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, the Company will pay A.G.P. an underwriting fee of $500,000 upon completion of the Offering. As
an additional underwriting fee, Western Acquisition Ventures Sponsor LLC, the sponsor of the Company, previously transferred to A.G.P.
1,207,500 shares of Common Stock (157,500 of which are subject to forfeiture, as further described in the Registration Statement). The
Company will pay A.G.P. an advisory fee of 4.5% of the proceeds from the Offering, payable in cash or stock (or any combination thereof)
at the Company’s option, at consummation of a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination (the “Business Combination”) by the Company (it being understood that, if the Business
Combination does not occur, then A.G.P. shall not be entitled to such advisory fee)(the “Business Combination Fee”); 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 a segregated Trust Account, which Trust
Account shall be established by the Trustee in the United States at [●], maintained by the Trustee, and at a brokerage institution
selected by the Trustee that is reasonably satisfactory to the Company;


 


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


 


(c)            In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries, as determined by the Company, it being understood
that the Trustee has no obligation to monitor or question the Company’s determination that an investment is in compliance with the
foregoing clause; Company shall not instruct the Trustee to invest in any other securities or assets;


 






     


     


    

 


(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 in connection with the Company’s preparation of its tax
returns, or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s
auditors;


 


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


 


(h)            Render
to the Company, and to such other person as the Company may instruct, monthly written statements of the activities of, and amounts in,
the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i)            Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (the “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,
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 earned
on the funds held in the Trust Account (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 (the “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 earned on the funds in the
Trust Account (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to
the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter
in a form substantially similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no
such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open
until twelve (12) months following the date the Property has been distributed to the Public Stockholders;


 


(j)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C,
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated
by the Company in writing to make such distribution so long as there is no reduction in the principal amount initially deposited in the
Trust Account (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 for redemption in connection with a stockholder vote to approve: (i) an amendment to
the 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 the Amended and Restated
Certificate of Incorporation, or (ii) an amendment with respect to any other provision of the Amended and Restated Certificate of
Incorporation 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


 


(l)            Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j), (k) or (l) 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), 1(k) and 1(l) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons
authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)            Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all documented out-of-pocket expenses,
including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by
it hereunder and in connection with any claim, potential claim, action, suit or other proceeding brought against the Trustee involving
any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the
Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud, or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the
right to conduct and manage the defense against such Indemnified Claim; provided, that the Trustee shall obtain the consent of
the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which 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 Trustee shall refund to 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 Business Combination, provide to the Trustee an affidavit or
certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business
Combination;


 


(e)            Provide
the 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 Business Combination Fee is paid directly
to the account or accounts directed by the Representative 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 their over-allotment option in connection with the Offering (or any unexercised
portion thereof) or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of the Business Combination
Fee, as defined above.


 


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, and in no event shall
the Trustee be liable for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of
the liquidation of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction;


 


(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 correctness of the information set forth 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, 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),
1(k) or 1(l) 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; or


 


(b)            At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


6.            Miscellaneous.


 


(a)            The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or out-of-pocket 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.


 






     


     


    

 


(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, 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 properly indicated his election to redeem his shares of Common Stock in connection with such stockholder
vote. 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:


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue |


Brooklyn, NY 11219


Attn: Relationship Management


Email: admin12@astfinancial.com


 


if to the Company, to:


 


Western Acquisition Ventures Corp.


42 Broadway, 12th Floor


New York, New York 10004


Attention: Stephen Christoffersen


Email: schristoffersen@westacqventures.com


 


in each case, with copies to:


 


Reed Smith LLP


599 Lexington Avenue


New York, NY 10022


Attention: Ari Edelman, Esq. and
Marc Hauser, Esq.


Email: AEdelman@reedsmith.com; MHauser@reedsmith.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 Underwriters are a third party beneficiaries 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]


 






     


     


    

 


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


 


	 	AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC , as Trustee




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


	 	WESTERN ACQUISITION VENTURES CORP.




 


	 	By	 
	 	 	Name: Stephen Christoffersen
	 	 	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.	 	 	$	 	 	$
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	 	$	 	 	$
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), (k) and (l)	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	 	 	$	 	 	$
	Paying Agent services as required pursuant to Section 1(i), (j), (k) and (l)	 	Billed to Company upon delivery of service pursuant to Section 1(i), (j), (k) and (l)	 	 	 	 	 	Prevailing rates





 






     


     


    

 


EXHIBIT A


[Letterhead of Company]


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue |


Brooklyn, NY 11219


Attn: Relationship Management


 


Re:         Trust Account No.               
Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Acquisition Corp. (the “Company”) and American Stock Transfer &
Trust Company, LLC (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you
that the Company has entered into an agreement with ___________________ (the “Target Business”) to consummate a business combination
with Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least forty-eight
(48) 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 on [insert date], such
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 (with respect to the
Business Combination Fee)). 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 (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 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 Business Combination Fee 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, 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.


 


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.


 


	 	Very truly yours,
	 	Western Acquisition Ventures Corp.




 


	 	By	 
	 	 	Name:
	cc:          A.G.P./Alliance Global Partners	 	Title:




 






     


     


    

 


EXHIBIT B


[Letterhead of Company]


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue |


Brooklyn, NY 11219


Attn: Relationship Management


 


Re:         Trust Account No.                   
Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Mount Rainier Acquisition Corp. (the “Company”) and American Stock Transfer &
Trust Company, LLC (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”), this is to advise you
that the Company has been unable to effect a Business Combination within the time frame specified in the Company’s Amended and Restated
Certificate of Incorporation, as described in the Company’s Prospectus relating to 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 on ____________, 20__ and keep the
total proceeds thereof in the Trust Account 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 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(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	Western Acquisition Ventures Corp.




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


cc:          A.G.P./Alliance Global Partners


 





 



1 18 months from the closing
of the Offering.


 






     


     


    

 


EXHIBIT C


[Letterhead of Company]


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue |


Brooklyn, NY 11219


Attn: Relationship Management


 


Re:         Trust Account No.                        Tax
Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Mount Rainier Acquisition Corp. (the “Company”) and American Stock Transfer &
Trust Company, LLC (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,
	 	Western Acquisition Ventures Corp.




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


cc:          A.G.P./Alliance Global Partners


 






     


     


    

 


EXHIBIT D


[Letterhead of Company]


[Insert date]


 


American Stock Transfer & Trust Company, LLC


6201 15th Avenue |


Brooklyn, NY 11219


Attn: Relationship Management


 


Re:         Trust Account No.                 Stockholder
Redemption Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Mount Rainier Acquisition Corp. (the “Company”) and American Stock Transfer &
Trust Company, LLC (the “Trustee”), dated as of [●], 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 Public Stockholders who have properly elected to have their shares of Common Stock that were sold by the Company
in the Offering (the “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,
	 	Western Acquisition Ventures Corp.




 


	 	By	 
	 	 	Name:
	 	 	Title:




 


cc:          A.G.P./Alliance Global Partners