Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made as of September 14, 2021 by and between WinVest 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. 333-258920 (“Registration Statement”) for its initial
public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth
in the Registration Statement);


 


WHEREAS,
Chardan Capital Markets, LLC (the “Representative”) is acting as representative of the underwriters in the IPO;


 


WHEREAS,
simultaneously with the IPO, WinVest SPAC LLC (the “Sponsor”) will be purchasing up to 10,000,000 private warrants
(“Private Warrants”) at $0.50 per Private Warrant (for a total purchase price of $5,000,000); the Sponsor has also
agreed that if the over-allotment option is exercised by the underwriters, they will purchase from us up to a maximum of an additional
900,000 Private Warrants at a price of $0.50 per Private Warrant (for a total additional purchase price of $450,000);


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time (the “Charter”), an aggregate of $101,000,000 of the gross proceeds of
the IPO and sale of the Private Warrants ($116,150,000 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 the Company’s shares of common stock, par value $0.0001 per
share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee will
be referred to herein as the “Property;” the shareholders for whose benefit the Trustee shall hold the Property will
be referred to as the “Public Shareholders,” and the Public Shareholders and the Company will be referred to together
as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $3,500,000, or $4,025,000 if the underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may become payable by the Company
to the underwriters upon the consummation of an initial business combination (as described in the Registration Statement) (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.


 


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 at J.P. Morgan Chase
Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more), maintained by Trustee, and
at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


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


 


(c)
In a timely manner, upon the instruction of the Company, invest and reinvest the Property (i) in United States “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”),
having a maturity of 185 days or less and/or (ii) in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act and that invest solely in U.S. treasuries, as determined by the Company, it being understood that the Trust
Account will earn no interest while the account funds are uninvested awaiting the Company’s instructions hereunder; while the account
funds are invested or uninvested, the Trustee may earn bank credits and other consideration;


 




    	 



     


    

 


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


 


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


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(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; and


 


(i)
Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter
(“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 Chairman of the Board or Chief Executive Officer and Chief Financial Officer and, in the
case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to
by the Representative, complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed
in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter
has not been received by the Trustee by the 15-month anniversary of the closing of the IPO (the “Closing”) or, in
the event that the Company extended the time to complete the Business Combination for up to 21 months from the Closing but has not completed
the Business Combination within such 21-month period, the 21-month anniversary of the Closing (as applicable, the “Applicable
Deadline”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached
as Exhibit B hereto and distributed to the Public Shareholders as of the Applicable Deadline.


 


(j)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit D hereto at least
five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar
amount specified in the Extension Letter on or prior to the Applicable Deadline, to follow the instructions set forth in the Extension
Letter.


 


(k)
Not disburse any amounts from the Trust Account in connection with a Business Combination in the event that the amount per share to be
received by the redeeming Public Shareholders is less than $10.00 per share (plus the amount per share deposited in the Trust Account
pursuant to any Extension Letter).


 


(l)
In connection with a Business Combination, before making disbursements to the Depository Trust Company, the Company or any other person,
disburse the per share amount to redeeming Public Shareholders (other than shares tendered through the Depository Trust Company) that
have tendered their shares directly to the Trustee.


 


2.
Limited Distributions of Income from Trust Account.


 


(a)
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, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by
the Company to cover any income or other tax obligations owed by the Company.


 


(b)
The limited distributions referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided
in Section 2(a), no other distributions from the Trust Account shall be permitted except in accordance with Section 1(i) hereof.


 




    	 



     


    

 


(c)
The Company shall provide the Representative with a copy of any Termination Letters and/or any other correspondence that it issues to
the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


(d)
If applicable, the Company shall issue a press release at least three days prior to the Applicable Deadline announcing that, at least
five days prior to the Applicable Deadline, the Company received notice from the Company’s sponsor or its affiliates or designees
that the sponsor or its affiliates or designees intend to extend the Applicable Deadline.


 


(e)
Promptly following the Applicable Deadline, disclose whether or not the term the Company has to consummate a Business Combination has
been extended.


 


3.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer
or Chief Financial Officer. In addition, except with respect to its duties under paragraphs 1(i) and 2(a) above, 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 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 the provisions of Sections 5 and 7(h) of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against,
any and all expenses, including reasonable counsel fees and disbursements, or loss suffered by the Trustee in connection with any claim,
potential claim, 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 income
earned from investment of the Property, except for expenses and losses resulting from the Trustee’s gross negligence 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 paragraph, it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”); provided, however, that the Trustee’s failure to provide
such notice shall not relieve the Company of its liability hereunder, except to the extent that it is materially prejudiced by such failure.
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 consent shall not be unreasonably withheld
or delayed. The Company may participate in such action with its own counsel.


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, 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 and further agreed that any fees owed to the Trustee shall be deducted
by the Trustee from the disbursements made to the Company pursuant to Sections 1(i) solely in connection with the consummation of the
Company’s initial acquisition, share exchange, share reconstruction and amalgamation, purchase of all or substantially all of the
assets of, or any other similar business combination with, one or more businesses or entities (a “Business Combination”).
The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and thereafter
on the anniversary of the Effective Date. Except as set forth in this Section 3(c) and Section 3(b) hereof, the Company shall not be
responsible for any other fees or charges of the Trustee.


 


(d)
In connection with any vote of the Company’s shareholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating shareholder votes verifying the vote
of the Company’s shareholders regarding such Business Combination.


 


(e)
In the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company
agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement.


 




    	 



     


    

 


4.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Take any action with respect to the Property, other than as directed in paragraphs 1 and 2 hereof and the Trustee shall have no liability
to any party except for liability arising out of its own gross negligence or willful misconduct;


 


(b)
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;


 


(c)
Change the investment of any Property, other than in compliance with paragraph 1(c);


 


(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,
in good faith and in the exercise of its own best judgment, except for its gross negligence 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), 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 is believed by
the Trustee, in good 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 correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)
File local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned
on the Property;


 


(i)
Pay any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 


(j)
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; and


 


(k)
Verify calculations, qualify or otherwise approve Company requests for distributions pursuant to Section 1(i) or 2(a) above.


 


5.
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 3(b) or Section 3(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.


 




    	 



     


    

 


6.
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 during which time the Trustee shall 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 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 in accordance with the provisions of paragraph 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Paragraph 3(b).


 


7.
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 information, or of any change in its authorized personnel. In executing funds transfers, the
Trustee will 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. The Trustee shall not be liable for any loss, liability
or expense resulting from any error in the information or transmission of the wire.


 


(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. It may be executed
in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one
instrument.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i), 1(k), 1(l), 7(c) and 7(h) (which may only be amended with the approval of the holders of at least a majority of the
outstanding shares of Common Stock), this Agreement or any provision hereof may only be changed, amended or modified by a writing signed
by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without the prior written
consent of the Representative. As to any claim, cross-claim or counterclaim in any way relating to this Agreement, each party waives
the right to trial by jury. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 


(d)
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan,
for purposes of resolving any disputes hereunder.


 


(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
e-mail transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf and Celeste Gonzalez


E-mail:
fwolf@continentalstock.com; cgonzalez@continentalstock.com


 




    	 



     


    

 


if
to the Company, to:


 


WinVest
Acquisition Corp.


125
Cambridgepark Drive, Suite 301


Cambridge,
MA 02140


Attn:
Manish Jhunjhunwala, Chief Executive Officer and Chief Financial Officer


E-mail:
manish@trefis.com


 


in
either case with a copy (which copy shall not constitute notice) to:


 


Chardan
Capital Markets, LLC


17
State Street, 21st Floor


New
York, NY 10004


Attn:
George Kaufman


E-mail:
gkaufman@chardan.com


 


and:


 


 


Haynes
and Boone, LLP


30
Rockefeller Plaza, 26th Floor


New
York, New York 10112


Attn:
Rick A. Werner and Matthew L. Fry


E-mail:
rick.werner@haynesboone.com; matt.fry@haynesboone.com


 


and:


 


Greenberg
Traurig, LLP


200
Park Avenue


New
York, New York 10166


Attn:
Alan I. Annex, Jason T. Simon and Philip R. Weingold


Email:
annexa@gtlaw.com; simonj@gtlaw.com; weingoldp@gtlaw.com


 


(f)
The parties hereto consent to the delivery of notices or other communications by electronic transmission at the e- mail address set forth
below the respective party’s name in Section 7(e) hereto. To the extent that any notice given by means of electronic transmission
is returned or undeliverable for any reason, the foregoing consent shall be deemed to have been revoked until a new or corrected e-mail
address has been provided, and such attempted electronic notice shall be ineffective and deemed to not have been given. Each party agrees
to promptly notify the other parties of any change in its e-mail address, and that failure to do so shall not affect the foregoing.


 


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


 


(h)
Each of the Trustee and the Company 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.


 


(i)
This Agreement is the joint product of the Company and the Trustee and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(j)
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.


 


(k)
Each of the Company and the Trustee hereby acknowledge that the Representative is a third party beneficiary of this Agreement.


 


(l)
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]


 




    	 



     


    

 


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
	 	 	 
	 	WINVEST
    ACQUISITION CORP.
	 	 	 
	 	By:	 /s/
    Manish Jhunjhunwala
	 	Name:
    	Manish
    Jhunjhunwala
	 	Title:
    	Chief
    Executive Officer and Chief Financial Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




    	 



     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500	 
	Annual fee	 	First year ($10,000), initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250	 
	Paying Agent services as required pursuant to Section 1(i)	 	Billed to Company upon delivery of service pursuant to Section 1(i)	 	 	Prevailing rates  	 



 




    	 



     


    

 


EXHIBIT
A


 


[Date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account – Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between WinVest Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September 14, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [●] (“Target Business”)
to consummate a business combination with Target Business (“Business Combination”) on or about [date]. The Company
shall notify you at least 72 hours in advance of the actual date of the consummation of the Business Combination (“Consummation
Date”). Capitalized terms used herein and not otherwise defined 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 the Trust Account investments and to transfer
the proceeds to the above-referenced account 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 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 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,
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies the vote of the Company’s
shareholders in connection with the Business Combination if a vote is held and (b) joint written instructions from the Company and Chardan
Capital Markets, LLC (whose consent not to be unreasonably withheld) with respect to the transfer of the funds held in the Trust Account
(“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately
upon your receipt of the counsel’s letter 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 of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
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 the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 


	 	Very truly yours,
	 	 	 
	 	WINVEST ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:
    	Manish
    Jhunjhunwala
	 	Title:
    	Chief
    Executive Officer and Chief Financial Officer


 


	Acknowledged
    and Agreed:  	 
	 	 	 
	Chardan
    Capital Markets, LLC  	 
	 	 	 
	By:	                  	 
	Name:	 	 
	Title:	 	 


 




    	 



     


    

 


EXHIBIT
B


 


[Date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account – Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to paragraph 1(i) of the Investment Management Trust Agreement between WinVest Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of September 14, 2021 (the “Trust Agreement”), this is to
advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame specified in
the Company’s Amended and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its
IPO. Capitalized terms used herein and not otherwise defined 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 the Trust Account investments and to transfer
the total proceeds to the trust operating account to await distribution to the Public Shareholders. The Company has selected [●,
20__] as the date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust
operating account. You agree to be the Paying Agent of record and in your separate capacity as Paying Agent, to distribute said funds
directly to the Public Shareholders 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 in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very
    truly yours,
	 	 
	 	WINVEST
    ACQUISITION CORP.
	 	 	 
	 	By:	 
	 	Name:
    	Manish
    Jhunjhunwala
	 	Title:
    	Chief
    Executive Officer and Chief Financial Officer


 


	cc:
    	Chardan
    Capital Markets, LLC


 




    	 



     


    

 


EXHIBIT
C


[Date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account – Interest Withdrawal (Taxes)


 


Ladies
and Gentlemen:


 


Pursuant
to paragraph 2(a) of the Investment Management Trust Agreement between WinVest Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of September 14, 2021 (the “Trust Agreement”), the Company
hereby requests that you deliver to the Company $[●] of the interest income earned on the Property as of the date hereof. The Company
needs such funds to pay for its tax obligations. 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,
	 	 
	 	WINVEST
    ACQUISITION CORP.
	 	 	 
	 	Name:
    	Manish
    Jhunjhunwala
	 	Title:
    	Chief
    Executive Officer and Chief Financial Officer


 


	cc:
    	Chardan
    Capital Markets, LLC


 




    	 



     


    

 


EXHIBIT
D


[Date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attention:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account – Extension Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between WinVest Acquisition Corp. (the “Company”) and
Continental Stock Transfer & Trust Company, dated as of September 14, 2021 (“Trust Agreement”), this is to advise
you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an
additional three (3) months, from _______________ to _______________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized words
used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $1,000,000 (or $1,150,000 if the underwriters’
over-allotment option was exercised in full), which will be wired to you, into the Trust Account investments upon receipt.


 


This
is the _____ of up to two Extension Letters.


 


	 	Very
    truly yours,
	 	 
	 	WINVEST
    ACQUISITION CORP.
	 	 	 
	 	By:	                    
	 	Name:	 
	 	Title:	 


 


	cc:
    	Chardan
    Capital Markets, LLC