Exhibit 10.2


 


Execution Version


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of January 14, 2021, by and between Group Nine Acquisition Corp.,
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. 333-251560 (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 (“Common Stock”),
and one-third of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock,
subject to adjustment (such initial public offering hereinafter referred to as the “Offering”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement, dated as of January 14, 2021 (the “Underwriting Agreement”), with Barclays Capital
Inc. and Code Advisors LLC, as representatives (the “Representatives”) 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, the holders of the shares of 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 are referred to as the “Public Stockholders,” and the Public Stockholders, the Company and the
Underwriters are referred to together as the “Beneficiaries”); and


 


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
(the “General Deferred Discount” which, for the avoidance of doubt, excludes the Code Deferred Initial
Discount (as defined below)), 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 a Business Combination (as defined below); and


 


WHEREAS, in connection with the Offering,
and in addition to its agreement to defer its portion of the General Deferred Discount referred to above, Code Advisors LLC has
agreed to defer its portion of the initial underwriting discount of $0.20 per Unit, which portion is equal to $1,600,000 or $1,840,000
if the Underwriters’ over-allotment option is exercised in full (such amount additionally deferred by Code Advisors LLC,
the “Code Deferred Initial Discount”), until the earlier of (i) the consummation of a Business Combination
and (ii) December 31, 2021; and


 






     


     


    

 


WHEREAS, the Code Deferred Initial Discount
constitutes a portion of the Property until paid in full by the Company; and


 


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


 


NOW THEREFORE, IT IS AGREED:


 


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


 


(a)            
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account, which
Trust Account shall be established by the Trustee in the United States at a U.S. chartered commercial bank with consolidated assets
of $100 billion or more in the United States and 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 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act (or any successor rule), which invest
only in direct U.S. government treasury obligations, as determined by the Company; 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, and to such other persons as the Company may instruct, monthly written statements of the activities
of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 






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(i)              Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the
terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer,
Chief Financial Officer or Secretary or the Chairman of its Board of Directors (the “Board”) or by any
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 (net of taxes payable and, in the case of a Termination
Letter in the form of Exhibit B hereto, 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, as the same may be amended (the “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 hereto as
Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account (net of
taxable 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. It is acknowledged and agreed that there should be no reduction in the principal
amount per share initially deposited in the Trust Account;


 


(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 (a “Withdrawal Instruction”), 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 obligations owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust Account
to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company
in writing to make such distribution; so long as such distribution shall not result in a reduction in the principal amount initially
deposited in the Trust Account; provided, however, 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 no amount in excess of interest income earned on the Property shall 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 (a “Stockholder Redemption Withdrawal Instruction”), 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 an amendment to the Certificate of Incorporation
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s
initial Business Combination or the Company’s obligation to redeem 100% of the shares of Common Stock including in the Units
sold in the Offering (such shares, the “Public Shares”) if the Company has not consummated an initial
Business Combination within such time as is described in the Certificate of Incorporation or (B) 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


 






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


 


2.            Agreements
and Covenants of the Company. The Company hereby
agrees and covenants to:


 


(a)             Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer, Chief Financial Officer or Secretary or another authorized officer of the Company. In addition, except with respect to
its duties under Sections 1(i), (j) and (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 documented 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 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 it is distributed to, or on behalf of, the Company
pursuant to Section 1(i) hereof. 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;


 






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(d)            
In connection with any vote of the Company’s stockholders regarding any merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (a “Business
Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder
meeting verifying the vote of such stockholders regarding such Business Combination;


 


(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;


 


(g)             Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form attached hereto as Exhibit A that (A) the General Deferred Discount be paid directly to
the account or accounts directed by the Representatives and (B) any portion of the Code Deferred Initial Discount remaining outstanding
at that time, if any, be paid directly to the account or accounts directed by Code Advisors LLC; and


 


(h)             Within
four (4) business days after the Underwriters’ exercise of the over-allotment option (or any unexercised portion thereof)
or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of (A) the General Deferred
Discount, which shall in no event be less than $7,000,000 (or $8,050,000 if the Underwriters’ over-allotment option is exercised
in full) and (B) the Code Deferred Initial Discount, which shall in no event be less than $1,600,000 (or $1,840,000 if the Underwriters’
over-allotment option is exercised in full).


 


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 party under this Agreement 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 written 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;


 






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(d)             Change the investment of any Property, other than in compliance with Section 1 hereof;


 


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


 


(f)              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;


 


(g)             The
Company 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;


 


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


 


(i)              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;


 


(j)             
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;


 


(k)            
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


 


(l)             
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
(j) and (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 (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.


 






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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 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. Except for Sections 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended
or deleted without the affirmative vote of sixty-five percent (65%) or more of the then outstanding shares of Common Stock and
Class B common stock, par value $0.0001 per share, of the Company, voting together as a single class; provided
that no such amendment will affect any Public Stockholder who has properly elected to redeem his, her or its Public Shares in connection
with a stockholder vote to amend this Agreement), 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(g) or Exhibit A may
be made without the prior written consent of the Representatives.


 






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(d)            
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.


 


(e)            
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, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Group Nine Acquisition Corp.


568 Broadway


Floor 10


New York, New York 10012


Attn: Sean Macnew


E-mail: sean@groupninemedia.com


 


in each case, with copies to:


 


Latham & Watkins LLP


885 Third Avenue


New York, New York 100122


Attn: J. Peyton Worley, Ian D. Schuman


E-mail: Peyton.Worley@lw.com; Ian.Schuman@lw.com


 






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Latham & Watkins LLP


555 Eleventh Street, NW, Suite 1000


Washington, DC 20004


Attn: Shagufa Hossain


E-mail: Shagufa.Hossain@lw.com


 


If to the Underwriters, to:


 


Barclays Capital Inc.


745 Seventh Avenue


New
York, New York 10019

Attn: Syndicate Registration


 


CODE
Advisors LLC

921 Front Street


San Francisco, California 94111

Attn: General Counsel


 


and


 


Sidley
Austin LLP

One South Dearborn

Chicago, Illinois 60603

Attn: Michael P. Heinz


E-mail: mheinz@sidley.com


 


(f)              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.


 


(g)            
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.


 


(h)             This
Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which when
taken together shall constitute one and the same instrument. The words “execution,” “signed,” “signature,”
and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall
include images of manually executed signatures transmitted by facsimile or other electronic format (including, without limitation,
 “pdf,” “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign
and AdobeSign). The use of electronic signatures and electronic records (including, without limitation, any contract or other
record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity
and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted
by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act or the Uniform Commercial Code.


 


(i)             
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.


 


(j)             
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 
	 	 	 
	 	
        GROUP NINE ACQUISITION CORP.

	 	 
	 	By:	
        /s/ Sean Macnew

	 	Name:	Sean Macnew 
	 	Title:	Chief Financial Officer 


 


[Signature Page
to Investment Management Trust Agreement]


 









     


     


    

 


SCHEDULE A


 


[Provided]


 


 









     


     


    

 


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 Group Nine Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of January 14, 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 (or such shorter time period
as you may agree) 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, such that, on the Consummation
Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company,
the Representatives, solely with respect to the General Deferred Discount, and Code Advisors LLC, solely with respect to any outstanding
portion of the Code Deferred Initial Discount, shall direct on the Consummation Date. It is acknowledged and agreed that while
the funds are on deposit in the Trust Account awaiting distribution, none of the Company or 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 of the Company (the “Vote
Verification Certificate”), which verifies that either (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 (which joint written instruction shall
state whether any portion of the Code Deferred Initial Discount remains outstanding and, if any portion is outstanding, the amount
that is outstanding) signed by the Company and the Representatives 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 express
instructions to pay the General Deferred Discount from the Trust Account directly to the account or accounts directed by the Representatives
and, if applicable, to pay any portion of the Code Deferred Initial Discount remaining outstanding to the account or accounts directed
by Code Advisors LLC (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.


 






    A-1


     


    

 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following such original Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	
        Very truly yours,

	 	 
	 	Group Nine Acquisition Corp.
	 	 
	 	By:	

	 	 	Name:
	 	 	Title:


 


	Cc:	Barclays Capital Inc.



	 	Code Advisors LLC



 









    A-2


     


    

 


Exhibit
B

[Letterhead of Company]

[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez: 


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Group Nine Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of January 14, 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
Certificate of Incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and keep the total proceeds thereof in the
Trust Account to await distribution to the Public Stockholders. The Company has selected __________ as the effective date for the
purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. It is
acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the Trust Account.
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 Certificate of Incorporation. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i)
of the Trust Agreement.


 


	 	
        Very truly yours,

	 	 
	 	
        Group Nine Acquisition Corp.

	 	 
	 	By:	

	 	 	Name:
	 	 	Title:


 


	Cc:	Barclays Capital Inc.



	 	Code Advisors 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 Tax Payment Withdrawal
Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Group Nine Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 14, 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,

	 	 
	 	
        Group Nine Acquisition Corp.

	 	 
	 	By:	

	 	 	Name:
	 	 	Title:


 


	Cc:	Barclays Capital Inc.



	 	Code Advisors 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 Group Nine Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (“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 the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company as described below. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay the
Public Stockholders who have properly elected to have their Public Shares redeemed by the Company in connection with a stockholder
vote to approve an amendment to the Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares
if the Company has not consummated its initial Business Combination within such time as is described in the Certificate of Incorporation
or (B) 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
to a segregated account held by you on behalf of such Public Stockholders in accordance with your customary procedures.


 


	 	
        Very truly yours,

	 	 
	 	
        Group Nine Acquisition Corp.

	 	 
	 	By:	

	 	 	Name:
	 	 	Title:


 


	Cc:	Barclays
Capital Inc.



	 	Code Advisors LLC



 






    D-1