Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust
Agreement (this “Agreement”) is made effective as of March 18, 2021 by and between AF Acquisition Corp.,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statements on Form S-1, File Nos. 333-253544 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of one share
of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial
public offering hereinafter referred to as the “Offering”), has been declared effective as of the date
hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC. (the “Underwriter”);
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 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 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”); and


 


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, 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 the Business Combination (as defined below) (the
“Deferred Discount”); and


 


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


 


NOW THEREFORE, IT IS AGREED:


 


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


 


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


 


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


 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in solely 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, it being understood that the Trustee has no obligation to monitor or question the Company’s
determination that an investment is in compliance with the foregoing clause; the Company shall not instruct the Trustee to 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 credit or other consideration;


 




     


     


    





 


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


 


(e) As
soon as practicable 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;


 


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


 


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


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit
A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer,
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 Underwriter 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 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 (i) 24 months after the closing of the Offering and (ii) such later date as may be approved by the
Company’s stockholders in accordance with the Company’s amended and restated Certificate of Incorporation, if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
interest 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;


 


(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 such payment the Company shall forward
to the relevant taxing authority; provided, however, that to the extent there is not sufficient cash in the Trust
Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by
the Company


in writing to make such distribution, so long as
there is no reduction in the principal amount initially deposited in the Trust account; 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. 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) [Reserved];




 


(l) 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
to the Public Stockholders on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock
from Public Stockholders properly submitted in connection with a stockholder vote to approve an
amendment to the Company’s amended and restated Certificate of Incorporation to modify the substance or timing of the Company’s
obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s amended and restated Certificate of Incorporation or with respect to any
other material provisions 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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(m) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (l)
above.


 


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




 


(a) Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, President, Chief Executive
Officer, Chief Financial Officer or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j), 1(k) and
1(l) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any such written instructions and,
further, 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 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, which shall not be unreasonably withheld, conditioned,
or delayed; 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 the property is distributed to the Company pursuant to Sections
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 Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect
to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of
the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


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


 


(e) Provide
the Underwriter 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;


 




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(f) Unless
otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the accounts as directed
by the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


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


 


(h) Within
four (4) business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment
expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $7,000,000, or $8,050,000 if the underwriters’ overallotment option is exercised in full.


 


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




 


(a) Perform
any implied duties or obligations, 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 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) Change
the investment of any Property, other than in compliance with Section 1 hereof, and in no event shall the Trustee be liable
for the selection of investments or for investment losses incurred thereon or for losses incurred as a result of the liquidation
of any such investment prior to its maturity date or the failure of the Company to provide timely written investment instruction


 


 (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 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, 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;


 


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




 


 




    4


     


    


 


(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),
1(j) and 1(l) hereof.


 


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


 


 5. Termination and Replacement of Trustee. 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 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; 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, 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.


 




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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) Sections
1(i) and 1(l) hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the
Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is,
and shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d)
as the other parties hereto. 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 either (i) 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, 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 B common stock, par value $0.0001 per share, of the Company voting together as a single class, have delivered to such entity
a signed writing approving such change, amendment or modification. No such amendment will affect any Public Stockholder who has
otherwise indicated his election to redeem his share of Common Stock in connection with a stockholder vote sought to amend 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 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, County 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 facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer
& Trust Company

 1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf
and Celeste


 


Gonzalez


 


Email: 



fwolf@continentalstock.com;


cgonzalez@continentalstock.com


 


if to the Company, to:


 


AF Acquisition Corp.


139 North County Road 

Floor 2, Suite 35


Palm Beach, Fl 33480 

Attention:
Andrew Z. Scharf


 


in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas 

New York, New York 10105

Attn: Douglas S. Ellenoff, Esq.; Jessica Yuan, Esq.; Stuart Neuhauser, Esq.


 




    6


     


    


 


and


 


Cowen and Company, LLC 

599 Lexington Avenue


New York, New York 10022


Attn: Head of Equity Capital Markets


  With a copy to the General Counsel, Investment
Banking


 


in each case, with
copies to:


 


Vinson & Elkins L.L.P.


1001 Fannin Street, Suite 2500


Houston, TX 77002


Attn: E. Ramey Layne; Scott D. Rubinsky


 


(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) 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.


 


(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.


 


(k) This
Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but
all of which together shall constitute one and the same Agreement. Only one counterpart signed by the party against whom
enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


[Signature Page Follows]


 




    7


     


    


 


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



 


	 	AF Acquisition Corp.
	 	 	 	 
	 	By:	/s/ Andrew  Scharf
	 	 	Name:	Andrew Z. Scharf
	 	 	Title:	President






  


[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	 	Payable annually. First
    year fee payable at initial closing of Offering by wire transfer; thereafter, payable by wire transfer or check.	 	$	10,000.00	 
	Transaction
    processing fee for disbursements to Company under Sections 1(i), 1(j), and 1(l)	 	Billed to Company following
    disbursement made to Company under Section 1	 	$	250.00	 
	Paying
    Agent services as required pursuant to Section 1(i) and 1(l)	 	Billed
                                 to Company upon delivery of service pursuant to Section 1(i) and 1(l)
	 	 	Prevailing
                                         rates	 






 






    


     


    




 


EXHIBIT A


 


[Letterhead of Company]




[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between AF Acquisition Corp. (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 [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 in advance of the actual date of the consummation
of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account,
and to transfer the proceeds into the trust operating account at JPMorgan Chase Bank N.A. 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 Underwriter) (with
respect to the Deferred Discount). It is acknowledged and agreed that while the funds are on deposit in the trust operating
account at JPMorgan Chase Bank N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company
(the “Notification”) and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate]
of the Chief Executive Officer of the Company, 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
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 redemptions rights and payment of amounts of the Deferred Discount to 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 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 written instruction as soon thereafter as possible.


 




    


     


    


 





	 	Very truly yours,
	 	 
	 	AF Acquisition Corp.
	 	 
	 	By:	           
	 		Name:    
	 		Title:
	 	 
	 	Acknowledged:
	 	 
	 	Cowen and Company, LLC
	 	 
	 	By:	 
	 		Name:
	 		Title:





 


 




    


     


    


 


EXHIBIT B


 


[Letterhead of Company]




[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between AF Acquisition Corp. (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 been unable to effect a Business Combination with a Target Business within the time frame specified in the
Company’s amended and restated Certificate of Incorporation, as described in the Company’s Prospectus relating to the
Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of
the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds
into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company
has selected [insert completion deadline] as the effective date for the purpose of determining when the Public Stockholders will
be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in accordance with the terms of the
Trust Agreement and the amended and restated Certificate of Incorporation of the Company. Upon the distribution of all the funds,
net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under
the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 





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


   


		cc:	Cowen and Company, LLC



 




    


     


    


 


EXHIBIT C


 


[Letterhead of Company]




[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 


Ladies and Gentlemen:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between AF Acquisition Corp. (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,
	 	 
	 	AF Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:






 


		cc:	Cowen and Company, LLC



 




    


     


    


 


EXHIBIT D


 


[Letterhead of Company]




[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attention: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Stockholder Redemption Withdrawal Instruction



 


Ladies and Gentlemen:


 


Pursuant to Section
1(l) of the Investment Management Trust Agreement between AF Acquisition Corp. (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 into a segregated account held by you on
behalf of the Beneficiaries for distribution to the Stockholders who have requested redemption of their shares. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds
to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection
with a stockholder vote to approve an amendment to the Company’s amended and restated Certificate of Incorporation. 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,
	 	 
	 	AF Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


		cc:	Cowen and Company, LLC