Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of January 19, 2021, by and between Oyster Enterprises Acquisition
Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-251833 (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-half
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock, subject to adjustment
(as described in the Prospectus) (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 January 19, 2021 (the “Underwriting Agreement”), with Imperial Capital,
LLC (the “Underwriter”);


 


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 Underwriter’s 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 Underwriter
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 Underwriter are referred
to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriter’s over-allotment option is exercised
in full (the “Deferred Discount”), is attributable to deferred underwriting discounts and commissions that will
be payable by the Company to the Underwriter upon and concurrently with the consummation of a Business Combination (as defined
below); 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 at a branch office of J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered
commercial bank with consolidated assets of $100 billion or more) located in the United States, 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 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 Underwriter 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 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 (“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, Chief Legal Officer, Chief Operating Officer or Secretary or other authorized person of the Company and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on funds
held in the Trust Account (net of amounts withdrawn in accordance with this Agreement 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 funds held in the
Trust Account (net of amounts withdrawn in accordance with this Agreement 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;


 






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(j)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment 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 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 such distribution shall not result in a 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
relevant taxing authority for the Company (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”), distribute on behalf of the Company
the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in
connection with a stockholder vote to approve an amendment to the Certificate of Incorporation (i) 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 shares of Common Stock included in the Units issued 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 (ii) with respect to any other material 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 Section 1(i), (j) or
(k) above.


 






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


 


(a)           Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer,
Chief Legal Officer, Chief Operating Officer or Secretary or another authorized person of the Company. 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 reasonable and
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 action, suit or other proceeding brought against
the Trustee involving any claim, or in connection with any claim or demand, which 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, or its representatives’ 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; provided, further that the Company may conduct and manage the defense against any Indemnified Claim if
the Trustee does not promptly take reasonable steps to mount such a defense. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company. The Company may participate in any such action with its own counsel;


 


(c)           Pay
the Trustee the fees set forth on Schedule A hereto, including an initial set-up 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 the Company pursuant to Section 1(i) hereof.
The Company shall pay the Trustee the initial set-up fee and the first annual administration fee at the consummation of the Offering.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 


(d)           In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock
purchase, reorganization or similar business combination involving the Company and one or more businesses (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;


 






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(e)           Unless
otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in a form substantially similar to that attached hereto as Exhibit A
expressly provides that the Deferred Discount is paid directly to the accounts as directed by the Underwriter;


 


(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)           Within
four (4) business days after the Underwriter exercises its over-allotment option in connection with the Offering (or any unexercised
portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the
Deferred Discount, which shall in no event be less than $7,000,000.


 


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


 


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


 


(b)          Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no
liability to any party under this Agreement except for liability arising out of the Trustee’s, or its representatives’,
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 reasonably incurred 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
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, or its representatives’, gross negligence, fraud
or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and
with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 






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


 


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


 


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


 


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


 


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


 


4.            Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


5.            Termination.
This Agreement shall terminate as follows:


 


(a)           If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account and any other reasonable transfer
requests that the Company may make, 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;


 






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


 


(c)           If
the Offering is not consummated within ten business days of the date of this Agreement, in which case any funds received by the
Trustee from the Company or Oyster Enterprises 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, or its representatives’, 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. 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)           Sections 1(i),
1(j) and 1(k) hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with
the Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation
Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding
shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single
class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder who
has otherwise properly indicated his election to redeem his Public Shares in connection with a stockholder vote sought to amend
this Agreement, including a corresponding change to the Certificate of Incorporation. Except for any liability arising out of the
Trustee’s, or its representatives’, gross negligence, fraud or willful misconduct, the Trustee may rely conclusively
on the certification from the inspector of elections referenced above and shall be relieved of all liability to any party for executing
the proposed amendment in reliance thereon.


 






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(e)           The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f)            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

Email: fwolf@continentalstock.com

Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Oyster Enterprises Acquisition Corp.

300 Main Street

Stamford, Connecticut 06901

Attn: Heath Freeman

Email: HFreeman@aldenglobal.com


 


in each case, with copies to:


 


Sidley Austin LLP

One South Dearborn Street

Chicago, Illinois 60603

Attn: Michael Heinz

Email: mheinz@sidley.com


 


and


 






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Imperial Capital, LLC

10100 Santa Monica Boulevard, Suite 2400

Los Angeles, California 90067

Attn: Peter Bennitt

Email: PBennitt@imperialcapital.com


 


and


 


Paul Hastings LLP

515 South Flower Street

Twenty-Fifth Floor

Los Angeles, California 90071

Attn.: Jonathan Ko

Email: jonathanko@paulhastings.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)          Each
of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third party beneficiary of this Agreement.


 


(i)            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.


 


(j)            The
Trustee shall perform its duties under this Agreement in compliance with all applicable laws and keep confidential all information
relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than
the performance of the Trustee’s obligations under 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.


 


(l)            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. Delivery of a signed counterpart of this Agreement by facsimile or
electronic transmission shall constitute valid and sufficient delivery thereof.


 


[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
	 	 	 
	 	OYSTER ENTERPRISES ACQUISITION CORP.
	 	 	 
	 	 	 
	 	By:	/s/ Heath B. Freeman
	 	 	Name: Heath B. Freeman
	 	 	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.	$ 3,500
	Trustee administration fee	Payable annually.  First year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	$ 10,000
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	Billed to Company following disbursement made to Company under Section 1	$ 250
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	Prevailing rates


 






    Sch. A-1 


     


    

 


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 Oyster Enterprises Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 19, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [insert name] (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 (or such shorter time period as you
may agree) in advance of the actual date of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account 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 Underwriter) (with respect to the Deferred Discount).
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 the Chief Executive Officer of the Company (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 Underwriter 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 amounts of the Deferred Discount to the account
or accounts directed by the Underwriter 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.


 






    Ex. 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,
	 	 	 
	 	Oyster Enterprises Acquisition Corp.
	 	 
	 	By:	 
	 		Name:
	 		Title:




 


cc: Imperial Capital, LLC


 






    Ex. 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 Oyster Enterprises Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 19, 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 [insert completion deadline]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 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,
	 	 
	 	 
	 	Oyster Enterprises Acquisition Corp.
	 	 
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


cc:     Imperial
Capital, LLC


 





 



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


 






    Ex. 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 Oyster Enterprises Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 19, 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,
	 	 	 
	 	 	 
	 	Oyster Enterprises Acquisition Corp.
	 	 	 
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 


cc:     Imperial
Capital, LLC


 






    Ex. 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 Oyster Enterprises Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of January 19, 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 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 material 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 the redeeming Public Stockholders.


 


	 	Very truly yours,
	 	 	 
	 	Oyster Enterprises Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


cc:     Imperial
Capital, LLC


 






    Ex. D-1