Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment
Management Trust Agreement (this “Agreement”) is made effective as of October 13, 2020 by and between 5:01 Acquisition Corp., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-249036 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering (the “Offering”) of shares
(the “Offering Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the
 “Common Stock”), 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 BofA Securities, Inc.,
as the underwriter (the “Underwriter”), dated the date hereof; and


 


WHEREAS, as described
in the Prospectus, $80,000,000 of the gross proceeds of the Offering and sale of the shares of Common Stock in a private placement
in connection with the Offering, if any (or $92,000,000 if the Underwriter’s over-allotment option is exercised in full)
will be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States
(the “Trust Account”) for the benefit of the Company and the holders of the Common Stock 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”);


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property up to $2,800,000, or up to $3,220,000 if the Underwriter’s over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriter upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


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


 


NOW THEREFORE, IT IS
AGREED:


 


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


 


(a)                
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee located in the United States at Bank of America Corporation (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, 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 terms and conditions set forth herein;


 


(c)                
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States
government treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the conditions
of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or
any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood
that the 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;


 






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


 


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


 


(f)                 
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account or in connection with the
preparation or completion of the audit or review 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 one of its Chief Executive
Officers or its Chief Financial Officer, General Counsel, Chief Business Officer, Secretary or Chairman 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 income taxes, if any, (less taxes payable and up to $100,000 of such
net interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein,
or (y) upon the date which is, the later of (1) 24 months after the closing of the Offering and (2) such later date as may be approved
by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation 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
income taxes, if any, (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses), shall be distributed
to the Public Stockholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the principal
amount per share initially deposited in the Trust Account;


 


(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 so long as there is no reduction in the principal amount initially deposited in the
Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account to pay such
tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in writing
to make such distribution, so long as there is no reduction in the principal amount initially deposited in the Trust Account (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;


 


(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) to modify the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares
(the “public shares”) 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


 






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(l)                 
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j)
or (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 one of the Company’s Chief Executive Officers
or its Chief Financial Officer, General Counsel, Chief Business Officer, Secretary or Chairman of the Board. In addition, except
with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;


 


(b)               
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable
and documented expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with
any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving
any claim, or in connection with any claim or demand, which 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 the Company pursuant to Sections
1(i) through 1(j) 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 Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


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


 






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


 


(h)               
Within four (4) business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof)
or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.


 


3. 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 Section 1 hereof, and the Trustee shall have
no liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud 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)                
Refund any depreciation in principal of any Property;


 


(d)               
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;


 


(e)                
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken
or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s 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 with written notification
to the Company), 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;


 


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


 


(g)               
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;


 


(h)               
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;


 


(i)                 
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, income tax obligations, except pursuant to Section 1(j) hereof; or


 


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


 






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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, except for liability arising out
of the Trustee’s gross negligence, fraud or willful misconduct; 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
regard for the conflicts of law principles thereof.


 


(c)                
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter
hereof. Subject to Section 6(d) hereof, this Agreement or any provision hereof may only be changed, amended or modified (other
than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d)               
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the
Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders” means
receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law,
as amended (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock
and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of
such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his, her
or its election to redeem such Public Stockholder’s shares of Common Stock in connection with a stockholder vote sought to
amend the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the Company’s
obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time
frame specified 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. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the
inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed amendment
in reliance thereon.


 






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


 


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


 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attention: Francis Wolf &
Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


5:01 Acquisition Corp.


501 Second Street


Suite 350


San Francisco, California 94107


Attention: General Counsel


 


in each case, with copies to
(which shall not constitute notice):


 


Cooley LLP


500 Boylston Street


14 Floor, Boston, Massachusetts
02116


Attention: Alfred Browne


 


and


 


BofA Securities, Inc.


One Bryant Park


New York, New York 10036


Attention: Syndicate Department


 


and


 


Shearman & Sterling LLP


599 Lexington Avenue


New York, New York 10022


Attention: Ilir Mujalovic and
Richard Alsop


 


To the extent that any notice given by
means of electronic transmission is returned or undeliverable for any reason, 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.


 






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


 


(h)               
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.


 


(i)                 
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. 


 


(j)                 
Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third-party beneficiary of
this Agreement.


 


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


 


[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 & Assistant Secretary - Trust & Corporate Actions Services
	 	 
	 	5:01 ACQUISITION CORP.
	 	 
	 	By:	/s/ Andrew J. Schwab
	 	 	Name: 	Andrew J. Schwab
	 	 	Title: 	Co-Chief Executive Officer


 






    


     


    

 


SCHEDULE A


 


	Fee Item	Time and Method of Payment	Amount
	Initial acceptance fee	
        Initial closing of the offering
        by wire transfer

         
	$3,500.00
	Annual fee	
        First year, initial closing
        of the Offering by wire transfer; thereafter $10,000.00 on the anniversary of the effective date of the Offering by wire

        transfer or check

         
	$10,000.00
	
        Transaction processing fee
        for disbursements to Company under Sections 1(i), (j) and (k)

         
	Billed by Trustee to Company under Section 1	$250.00
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	Billed to Company upon deliver 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 & Celeste Gonzalez


 


Re: Trust Account No. Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between 5:01 Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (“Trustee”), dated as of October 13, 2020 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [insert target business]
(the “Target Business”) to consummate a business combination with the 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 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 to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date (including as directed to it by the Underwriter (with respect to the Deferred Discount)).


 


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) a certificate by one of its Chief Executive Officers or its Chief Financial Officer,
General Counsel, Chief Business Officer, Secretary or Chairman of the board of directors, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written instruction signed by
the Company and the Underwriter with respect to the transfer of the funds held in the Trust Account, including payment of amounts
owed to public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount directly to
the account or accounts directed by the Underwriter from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the
business day immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 






     


     


    

 


	 	Very truly yours,
	 	5:01 Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: BofA Securities, Inc.	 


 






     


     


    

 


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 & Celeste Gonzalez


 


Re: Trust Account No. Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez :


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between 5:01 Acquisition Corp. (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of October 13, 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
a segregated account held by you on behalf of the Beneficiaries 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 certificate of incorporation of the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under
the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	5:01 Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc: BofA Securities, Inc.	 








 





 



 


(1) To represent 24 months from the closing of the Offering
or such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated
certificate of incorporation.


 






     


     


    

 


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 & Celeste Gonzalez


 


Re: Trust Account No. Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez :


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between 5:01 Acquisition Corp. (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of October 13, 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,
	 	5:01 Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc: BofA Securities, Inc.	 


 






     


     


    

 


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 & Celeste Gonzalez


 


Re: Trust Account No. Stockholder Redemption Withdrawal
Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between 5:01 Acquisition Corp. (the “Company”) and Continental Stock Transfer
 & Trust Company (the “Trustee”), dated as of October 13, 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 to a segregated account held by you on behalf of the Beneficiaries. 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 redeem 100% of 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 a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	5:01 Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc: BofA Securities, Inc.