Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT



 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of November 19, 2020 by and between Aequi 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, No. 333-249337 (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 RBC Capital Markets, LLC, as representative
(the “Representative”) 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 and the holders of shares 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 Underwriters’ over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that may be payable by the Company to the Underwriters upon
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 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 in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company;
the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn no interest
while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or
other consideration during such periods;


 




     


     


    

 


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


 


(e) Promptly notify the Company and the
Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


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


 


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


 


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


 


(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial Officer, Secretary or
Chairperson of the board of directors of the Company (the “Board”) or other authorized officer of the
Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (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 24 months after the closing of the Offering, 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 the funds held in the Trust Account and not previously released to the Company to pay its taxes (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 amount shall be delivered directly to the Company by electronic funds
transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall
liquidate such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so
long as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial
officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 






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(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D (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 in connection with a stockholder
vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would 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 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 (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


 


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


 


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


 


(a) Give all instructions to the Trustee
hereunder in writing, signed by the Company’s Chairperson 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) 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 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 Sections 1(i) through
1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the
consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with
respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges
of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b)
hereof;


 


(d) In connection with any vote of the
Company’s stockholders regarding a 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 Representative with a copy
of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) 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;


 






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(g) Within four (4) business days
after the Underwriters exercise 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 the 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


 


(h) Expressly provide in any Instruction
Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the Form of Exhibit A that
the Deferred Discount be paid directly to the account or accounts directed by the applicable Underwriters.


 


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 instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


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


 


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


 


(f) The 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;


 


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


 


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


 


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


 


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


 






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


 


(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%) 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 shares of Common Stock in connection with a stockholder vote sought 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.


 


(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.


 






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(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, facsimile transmission 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:


 


Aequi Acquisition Corp.


500 West Putnam Avenue, Suite 400


Greenwich, CT 06830


Attn: Hope S. Taitz


Email: htaitz@gmail.com


 


in each case, with copies to:


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americans


New York, New York 10105


	 	Attn:	Douglas Ellenoff, Esq.
	 	 	Tamar Donikyan, Esq.
	 	Email:	ellenoff@egsllp.com
	 	 	tdonikyan@egsllp.com


 


and


RBC Capital Markets, LLC


Brookfield Place


200 Vesey Street, 8th Floor


New York, NY 10281


Attn: Equity Syndicate


Email: equityprospectus@rbccm.com


 


and


Skadden, Arps, Slate, Meagher & Flom LLP


525 University Avenue, Suite 4000


Palo Alto, California 94301


	 	Attn:	Gregg A. Noel, Esq.
	 	 	Michael Mies, Esq.
	 	Email:	Gregg.Noel@skadden.com
	 	 	Michael.Mies@skadden.com


 


One Manhattan West


New York, New York 10001


Attn: Michael J. Schwartz


Email: Michael.Schwartz@skadden.com


 






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(f) This Agreement may not be assigned
by the Trustee without the prior consent of the Company.


 


(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 any
number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(i) 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.


 


(j) Each of the Company and the Trustee
hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third party beneficiary of this Agreement.


 


(k) Except as specified herein, no party
to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf 
	 	 	Name: 	Francis Wolf
	 	 	Title: 	Vice President
	 	 
	 	AEQUI ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Hope S. Taitz
	 	 	Name: 	Hope S. Taitz
	 	 	Title:	Chief Executive Officer


 




     


     


    

 


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 by wire transfer or check.	 	$	10,000.00	 
	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.	 	$	250.00	 
	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	 


 




     


     


    

 


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 Aequi Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2020 (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, and to transfer the proceeds
into the above-referenced account at J.P. Morgan 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, and solely with
respect to the Deferred Discount, the [Underwriters], shall direct on the Consummation Date. It is acknowledged and agreed that
while the funds are on deposit in the trust operating account at J.P.Morgan Chase Bank, N.A. awaiting distribution, neither the
Company nor the Underwriters 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 by 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) joint
written instruction signed by the Company and the Representative with respect to the transfer of the funds held in the Trust Account,
including payment of amounts owed to public stockholders who have properly exercised their redemption rights and express instructions
to pay the Deferred Discount from the Trust Account directly to the account or accounts directed by the [Underwriters] (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 the notice as soon thereafter as possible.


 






     


     


    

 


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


 


	cc:	RBC Capital Markets, LLC


 




     


     


    

 


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 Aequi Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2020 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
Combination”) within the time frame specified in the Company’s amended and restated certificate of incorporation,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders. The Company has selected
[  ]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled
to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as
Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of
the Trust Agreement and the Company’s amended and restated 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(j) of
the Trust Agreement.


 


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


 


	cc:	RBC Capital Markets, LLC


 


 


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



 




     


     


    

 


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 Aequi Acquisition Corp. (the “Company”) and Continental Stock Transfer &
Trust Company (the “Trustee”), dated as of [●], 2020 (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,
	 	 
	 	Aequi Acquisition Corp.
	 	 
	 	By:	                   
	 	 	Name:
	 	 	Title:


 


	cc:	RBC Capital Markets, LLC


 




     


     


    

 


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 Aequi Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020 (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. 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 (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 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 (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 the redeeming Public
Stockholders in accordance with your customary procedures.


 


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


 


	cc:	RBC Capital Markets, LLC