Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of January 11, 2021, by and between 890 5th Avenue Partners, Inc.,
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. 333-251650 (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
(capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and Craig-Hallum Capital
Group LLC, as representatives (the “Representatives”) 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”), $250,000,000 of the aggregate proceeds of the Offering and sale of the Private
Placement Units (as defined in the Underwriting Agreement) (or $287,500,000, 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 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, the Company has entered into that
certain Business Combination Marketing Agreement, dated as of January 11, 2021, with the Representatives, pursuant to which
the Company will pay the Representatives a cash fee (the “Marketing Fee”) for certain advisory services
upon the consummation of the Company’s initial Business Combination (as defined below) in an amount equal to, in the aggregate,
3.5% of the gross proceeds of the Offering, including any proceeds from the full or partial exercise of the Underwriters’
over-allotment option; 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
Representatives of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information
or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of
the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion of the audit of
the Company’s financial statements by the Company’s auditors;


 


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


 


(h) Render to the Company 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 Executive Chairman, 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, in the case of Exhibit A, acknowledged and agreed to by the Representatives,
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;


 






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(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 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. 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 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, Executive Chairman, Chief Executive Officer, Chief Financial
Officer, President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


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


 


(c) Pay the Trustee the fees set forth
on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees
shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used
to pay such fees unless 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
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;


 






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(e) Provide the Representatives with
a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed
withdrawal from the Trust Account promptly after it issues the same;


 


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


 


(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
Marketing Fee be paid directly to the account or accounts directed by the Representatives respectively on behalf of the Underwriters
prior to any transfer of the funds held in the Trust Account to the Company or any other person.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 





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


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income
tax obligations, except pursuant to Section 1(j) hereof; or


 






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(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,
PA 2 Co-Investment LLC, Craig-Hallum Capital Group LLC and its affiliates or 200 Park Avenue Partners, 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.


 






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(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 F
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 F 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, and cgonzalez@continentalstock.com


 


if to the Company, to:


 


890 5th Avenue Partners, Inc.


14 Elm Place, Suite 206


Rye, NY 10580





	 	Attn:	Adam Rothstein
	 	Email: 	adam@890fifthavenue.com


 


in each case, with copies to:


 


BraunHagey & Borden LLP

351 California Street, 10th Floor

San Francisco, CA 94104





	 	Attn:	Daniel J. Harris, Esq. and Jason R. Sanderson, Esq.
	 	Email: 	harris@braunhagey.com and sanderson@braunhagey.com


 


and:


 


Greenberg Traurig, P.A.


333 S.E. 2nd Avenue


Miami, FL 33131


	 	Attn:	Alan I. Annex, Esq. and Win Rutherfurd, Esq.
	 	Email: 	annexa@gtlaw.com and rutherfurdw@gtlaw.com


 






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(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 Representatives on behalf of the Underwriters are 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]








 






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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
	 	 
	 	890 5th Avenue Partners, Inc.
	 	 
	 	By:	 /s/ Adam Rothstein
	 	Name:	 Adam Rothstein
	 	Title:	 Executive Chairman


 








[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 890 5th Avenue Partners, Inc. (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 Representatives on behalf of the Underwriters (with respect to the Marketing
Fee)). 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 Representatives will earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, 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 Representatives with respect to the transfer of the funds held in the Trust Account, including payment
of the Marketing Fee 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.


 


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.


 












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	 	Very truly yours,
	 	 
	 	890 5th Avenue Partners, Inc.
	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 


 


	Acknowledged and Agreed:	 
	 	 
	Cowen and Company, LLC	 
	 	 
	By:	                     	 
	Name:	 	 
	Title:	 	 
	 	 	 
	Craig-Hallum Capital Group 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 890 5th Avenue Partners, Inc. (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,
	 	 
	 	890 5th Avenue Partners, Inc.
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 


	cc:	Cowen and Company, LLC
	 	Craig-Hallum Capital Group 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 890 5th Avenue Partners, Inc. (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,
	 	 
	 	890 5th Avenue Partners, Inc.
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 


	cc:	Cowen and Company, LLC
	 	Craig-Hallum Capital Group 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 890 5th Avenue Partners, Inc. (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,
	 	 
	 	890 5th Avenue Partners, Inc.
	 	 
	 	By:	            
	 	Name:	 
	 	Title:	 


 


	cc:	Cowen and Company, LLC
	 	Craig-Hallum Capital Group LLC


 
























    D-1