Exhibit 10.2 


 


INVESTMENT MANAGEMENT TRUST AGREEMENT 


 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of _____, 2022, by and between Forest Acquisition Corp, a British Virgin Islands corporation (the “Company”),
and Computershare Trust Company, N.A., a federally chartered trust corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement,
as amended, on Form S-1, File No. 333-___ (the “Registration Statement”) for the initial public offering
(such initial public offering hereinafter referred to as the “Offering”) of the Company’s units (the “Units”),
each of which consists of: (i) one ordinary share (the “Ordinary Share”); (ii) one redeemable warrant (“Warrant”)
entitling the holder thereof to purchase one-half of one Ordinary Share; and (iii) one right (“Right”) to receive
1/10th of an Ordinary Share has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission
(the “SEC”); and


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc., as representative (the
“Representative”) of the several underwriters (the “Underwriters”) named therein;
and


 


WHEREAS, the Company has previously or simultaneously
herewith entered into agreements with Computershare Trust Company N.A. and Computershare Inc. collectively as transfer agent (the “Transfer
Agent”), whereby the Transfer Agent shall serve as transfer agent and registrar with respect to the Units, the Ordinary
Shares, Warrants and Rights.


 


WHEREAS, as described in the Registration Statement,
an aggregate of $66,000,0000 consisting of proceeds of the Offering and a portion of the sale proceeds of the sale of 232,000 Private
Placement Units issued to Bit Mining Management Corp. (“Sponsor”) as sponsor of the Company (or $75,900,000 if the
Underwriters’ option to purchase additional units 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 Ordinary Shares 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 and any Extension Payment as described in the paragraph below)
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, as described Registration Statement and
in its Amended and Restated Memorandum and Articles of Association, the Company’s ability to complete a business combination may
be extended in additional increments of one-month up to a total of 12 additional months from the closing date of the Offering, subject
to the payment into the Trust Account by the Sponsor (or its designees or affiliates) of the sum of $2,640,000 (or $3,036,000 in the event
that the Underwriters’ option to purchase additional units is exercised in full) (the “Extension Payment”), representing
the sum of $0.40 per Ordinary Share sold to Public Stockholders, and which Extension Payments, if any, shall be added to the Trust Account.


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $1,650,000, or $1,897,500 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 in the United States at Bank of America,
N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by the Trustee and
at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 




     


    


    

 


(b) Manage, supervise and administer the Trust
Account subject to the express 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 written 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) As soon as practicable, 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 reasonably 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) At the Company’s sole cost and expense
(including any advancements required by the Trustee) and subject to indemnification provided therefor, 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; provided,
that, such participation is not in conflict with the Trustee’s interest nor limits the rights and immunities of the Trustee hereunder;


 


(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 as soon as practicable 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 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”), plus additional amounts that may be released to us to pay our franchise and income
tax obligations, if any (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 (1) the date which is 24 months after the closing
of the Offering or (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 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 not previously released to the Company to fund the Company’s Regulatory
Withdrawals and/or additional amounts necessary to pay its franchise and income tax obligations, if any (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 income or franchise 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 tax 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; 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 Chief Financial Officer of
the Company setting forth the actual amount payable. 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 E (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 that would affect 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. The Stockholder
Redemption Withdrawal Instruction shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the
Trustee shall have no responsibility to look beyond and shall not be liable for complying with said request; and


 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Sections 1(i), 1(j), 1(k) or 1(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
or other authorized officer of the Company. 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 verbal or telephonic advice
or instruction which it, in the absence of bad faith, believes to be given by any one of the persons authorized above to give written
instructions. The Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold
the Trustee harmless and indemnify the Trustee and its sub agents from and against any and all expenses, including reasonable counsel
fees and disbursements, or losses, liability, damage, judgment, fine, penalty, claim, demand, settlement, cost or expense (including,
without limitation, the reasonable fees and expenses of legal counsel) that may be paid, incurred or 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 (in each case as finally determined by a court of competent jurisdiction) for any action
taken, suffered, or omitted to be taken by the Trustee in connection with the execution, acceptance, administration, exercise and performance
of its duties under this Agreement, including the costs and expenses of defending against any claim of liability arising therefrom, directly
or indirectly, or enforcing its rights hereunder. 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, conditioned
or delayed. 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, conditioned or delayed. The Company may participate in such action with its own counsel and at its
own expense;


 


(c) Pay the Trustee the fees, expenses and costs
in accordance with a mutually agreed upon schedule to be executed on or about the date hereof, 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 the Company pursuant to
Sections 1(i) through 1(l) 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 monthly 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), the fee schedule 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;


 




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(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 in writing 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
Underwriters exercise 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 $1,650,000.


 


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 except for liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct (in each case as finally determined by a court of competent jurisdiction)
for any action taken, suffered, or omitted to be taken by the Trustee in connection with the execution, acceptance, administration, exercise
and performance of its duties under this Agreement;


 


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


 


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


 


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


 


(f) The other parties hereto or to anyone else
for any action taken or omitted by it, or any action suffered by it to be taken or omitted, except for the Trustee’s gross negligence,
fraud or willful misconduct (in each case as finally determined by a court of competent jurisdiction) for any action taken, suffered,
or omitted to be taken by the Trustee in connection with the execution, acceptance, administration, exercise and performance of its duties
under this Agreement. 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 the absence of bad faith, 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), 1(k) and 1(l)
hereof.


 


(l) Compensate the Company or any other person
for and shall have no responsibility or liability for any diminution of the Property that may result from any deposit made by Trustee
in accordance with this Agreement, including any losses resulting from a default by any bank, financial institution or other third party.


 


Notwithstanding anything in this Agreement to
the contrary, any liability of the Trustee under this Agreement will be limited to the amount of annual fees (but not reimbursed costs)
paid by the Company to the Trustee during the twelve (12) months immediately preceding the event for which recovery from the Trustee
is being sought (except for liability resulting from the Trustee’s gross negligence, fraud or willful misconduct in each case as
determined by a final non-appealable judgment of a court of competent jurisdiction). Anything to the contrary notwithstanding, in no event
will the Trustee be liable for special, punitive, indirect, incidental or consequential loss or damages of any kind whatsoever (including,
without limitation, lost profits), even if apprised of the possibility of such loss or damages.


 


No provision of this Agreement shall require the
Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or
in the exercise any of its rights or powers if it believes that repayment of such funds or adequate indemnification against such risk
or liability is not reasonably assured to it.


 


The Trustee shall not be required to take notice
or be deemed to have notice of any event or condition hereunder, including any event or condition that may require action by the Trustee,
unless the Trustee shall be specifically notified in writing of such event or condition by the Company, and all notices or other instruments
required by this Agreement to be delivered to the Trustee must, in order to be effective, be received by the Trustee as specified herein,
and in the absence of such notice so delivered, the Trustee may conclusively assume no such event or condition exists.


 


Whenever in the performance of its duties under
this Agreement the Trustee shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior
to taking, suffering, or omitting to take any action hereunder, such fact or matter (unless other evidence in respect thereof be herein
specifically prescribed) may be deemed to be conclusively proved and established by a certificate signed by a person believed by the Trustee
to be the Chief Executive Officer, President, Chief Financial Officer, Secretary or Chairman of the Board or other authorized officer
of the Company, and delivered to the Trustee; and such certificate shall be full authorization and protection to the Trustee and the Trustee
shall incur no liability for or in respect of any action taken, suffered or omitted to be taken by it under the provisions of this Agreement
in reliance upon such certificate. The Trustee shall have no duty to act without such a certificate.


 


The obligations of the Company and the rights
and immunities of the Trustee contained in this Section 3 shall survive the termination of this Agreement and the resignation, replacement
or removal of the Trustee.


 


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 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, 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, at the
Company’s cost and expense, 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 immediately discharged
from the Agreement and immune from any liability whatsoever; or


 




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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 (which section
may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination Letter,
subject to the survival provisions contained in Section 3, 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 (in
each case as finally determined by a court of competent jurisdiction), the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds. The parties agree that the Trustee shall have no duty to confirm
or verify the accuracy of such information and shall not be liable therefor.


 


(b) This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result
in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts,
each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections 1(i) and 1(l) hereof (which
may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%) of the then outstanding shares of Ordinary
Share, par value $0.001 per share, provided that no such amendment will affect any Public Stockholder who has otherwise indicated his
election to redeem his shares of Ordinary Share 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. As a condition precedent to the Trustee’s execution of any amendment or modification, the Company shall
deliver to the Trustee a certificate of an authorized officer which shall state that the amendment or modification is in accordance with
this Section 6(c).


 


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


 


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


 


if to the Trustee, to:


 


Computershare Trust Company, N.A.


6200 S. Quebec St.


Greenwood Village, CO 80111


Attn: Rose Stroud and/or Jay Ramos


Facsimile No. (303) 262-0608


Email: corporate.trust@computershare.com and


rose.stroud@computershare.com, jay.ramos@computershare.com


 


and


 


Computershare Trust Company, N.A.


480 Washington Boulevard


Jersey City, NJ 07310


Attention: General Counsel


Facsimile No.: (201) 680-4610


 




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if to the Company, to:


 


Forest Acquisition Corp


434 W. 33rd Street, Suite 700


New York, New York, 10001


Tel.: (646) 921-1721


Attn.: Chief Executive Officer


 


in each case, with copies to:


 


Becker & Poliakoff
LLP


45 Broadway, 17th
Floor


New York New York,
10017


Tel.: 212 599-3322


Attn.: Bill Huo, Esq.


		bhuo@beckerlawyers.com	



 


and


 


If to the Representative:


 


Ladenburg Thalmann &
Co. Inc.


640 Fifth Avenue, 4th
Floor


New York, NY 10019


Tel.: (212) 409 2119


Attn.: Jeffery
Caliva


		jcaliva@ladenburg.com	



 


in each case, with copies to:


 


Kramer Levin Naftalis &
Frankel LLP


1177 Avenue of Americas


New York, NY 10036


Tel.: (212) 715 9100


Attn.: Christopher
Auguste, Esq.


		cauguste@kramerlevin.com	



 


(f) Each of the Company and the Trustee hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust
Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


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


 


(h) 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.


 


	 	Computershare Trust Company, N.A., as Trustee
	 	 	 	 
	 	By:	 
	 	 	Name: 	Jaddiel Ramos
	 	 	Title:	Corporate Trust Officer
	 	 	 	 
	 	Forest Acquisition Corp
	 	 	 	 
	 	By:	 
	 	 	Name:	Ming Zhang
	 	 	Title:	Chief Executive Officer


 


[Signature Pages 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 by wire transfer or check.	 	$	7,500.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i), 1(j) and 1(k)	 	Billed to Company following disbursement made to Company under Section 1(i), 1(j) and 1(k)	 	$	100.00	 
	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] 


 


Computershare Trust Company, N.A.


6200 S. Quebec St.


Greenwood Village, CO 80111


Attn: Rose Stroud and/or Jay Ramos


Facsimile No. (303) 262-0608


Email: corporate.trust@computershare.com and


rose.stroud@computershare.com, jay.ramos@computershare.com


 


Computershare Trust Company, N.A.


480 Washington Boulevard


Jersey City, NJ 07310


Attention: General Counsel


Facsimile No.: (201) 680-4610


 


Re: Trust Account No. Termination Letter


 


Dear [●]


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Forest Acquisition Corp (the “Company”) and Computershare Trust Company,
N.A. (the “Trustee”), dated as of [●], 2022 (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 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
on [●], and to transfer the proceeds into a segregated account held by you on behalf of the beneficiaries to the effect that, on
the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts that
_____________ (the “Representative”) (with respect
to the Deferred Discount) and the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are
on deposit in the trust operating account awaiting distribution, the Company or the Representative 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, 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 the Deferred
Discount 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 the notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Forest Acquisition Corp
	 	 	 
	 	By:	      
	 	 	Name:
	 	 	Title:


 


cc: [●]


[●]


 




     


    


    

 


EXHIBIT B 


 


[Letterhead of Company] 


 


[Insert date] 


 


Computershare Trust Company, N.A.


6200 S. Quebec St.


Greenwood Village, CO 80111


Attn: Rose Stroud and/or Jay Ramos


Facsimile No. (303) 262-0608


Email: corporate.trust@computershare.com and


rose.stroud@computershare.com, jay.ramos@computershare.com


 


Computershare Trust Company, N.A.


480 Washington Boulevard


Jersey City, NJ 07310


Attention: General Counsel


Facsimile No.: (201) 680-4610


 


Re: Trust Account No. [     ] Termination Letter


 


Dear [●]


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Forest Acquisition Corp (the “Company”) and Computershare Trust Company,
N.A. (the “Trustee”), dated as of [●], 2022 (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 Memorandum and Article of Association, 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 on [●],
2022 and to transfer the total proceeds into the trust operating account at [Ÿ]
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 Amended and Restated Memorandum
and Article of Association 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(j) of the Trust Agreement. 


 


	 	Very truly yours,
	 	 
	 	Forest Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	[●] 


[●]


 





 






	1 	21 months from the closing of the Offering, or at a later date, if extended. 


 




     


    


    

 


EXHIBIT C 


 


[Letterhead of Company] 


 


[Insert date] 


 


Computershare Trust Company, N.A.


6200 S. Quebec St.


Greenwood Village, CO 80111


Attn: Rose Stroud and/or Jay Ramos


Facsimile No. (303) 262-0608


Email: corporate.trust@computershare.com and


rose.stroud@computershare.com, jay.ramos@computershare.com


 


Computershare Trust Company, N.A.


480 Washington Boulevard


Jersey City, NJ 07310


Attention: General Counsel


Facsimile No.: (201) 680-4610


 


Re: Trust Account No. [     ] Tax Payment Withdrawal
Instruction


 


Dear [●]


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Forest Acquisition Corp (the “Company”) and Computershare Trust Company,
N.A. (the “Trustee”), dated as of [●], 2022 (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,
	 	 
	 	Forest Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	[●] 


[●]


 




     


    


    

 


EXHIBIT D 


 


[Letterhead of Company] 


 


[Insert date] 


 


Computershare Trust Company, N.A.


6200 S. Quebec St.


Greenwood Village, CO 80111


Attn: Rose Stroud and/or Jay Ramos


Facsimile No. (303) 262-0608


Email: corporate.trust@computershare.com and


rose.stroud@computershare.com, jay.ramos@computershare.com


 


Computershare Trust Company, N.A.


480 Washington Boulevard


Jersey City, NJ 07310


Attention: General Counsel


Facsimile No.: (201) 680-4610


 


Re: Trust Account No. [     ] Stockholder Redemption
Withdrawal Instruction


 


Dear [●]


 


Pursuant to Section 1(l) of the Investment
Management Trust Agreement between Forest Acquisition Corp (the “Company”) and Computershare Trust Company,
N.A. (the “Trustee”), dated as of [●], 2022 (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 that affects the substance or timing
of the Company’s obligation to redeem 100% of its public shares of Ordinary Share if the Company has not consummated an initial
Business Combination within such time as is described in the Company’s Amended and Restated Memorandum and Article of Association.
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,
	 	 
	 	Forest Acquisition Corp
	 	 	 
	 	By:	    
	 	 	Name:
	 	 	Title:


 


	cc:	[●] 


[●]