Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of October 22, 2020 by and between Acies Acquisition Corp., a Cayman
Islands exempted company (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. 333-249297 (the
 “Registration Statement”) and prospectus (the “Prospectus”) for the initial
public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third
of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public
offering hereinafter referred to as the “Offering”), has been declared effective as of the date hereof
by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into
an Underwriting Agreement (the “Underwriting Agreement”) with Morgan Stanley & Co. LLC, J.P.
Morgan Securities LLC and Oppenheimer & Co. Inc., as representatives (the “Representatives”)
to the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described in the Prospectus,
$200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $230,000,000 if the Underwriters’ 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) is 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”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters’ option to purchase additional units is
exercised in full, is attributable to deferred underwriting discounts and commissions that will 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,
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 written
instruction of the Company, invest and reinvest the Property in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act
of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined by
the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee may earn bank
credits or other consideration;


 






     


    	 



    

 


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


 


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


 


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


 


(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 a Co-Chief Executive Officer, Chief Financial Officer 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 us to pay our income taxes (less up to $100,000
of 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, or 27 months from the closing
of the Offering if a letter of intent, agreement in principle or definitive agreement for an initial business combination is executed
within 24 months from the closing of the Offering; and (2) such later date as may be approved by the Company’s shareholders
in accordance with the Company’s amended and restated memorandum and articles of association, 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 (less
up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders 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 (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
 “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting brokers
on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders
pursuant to the Company’s amended and restated memorandum and articles of association. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall
have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to 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 the Company’s Co-Chief Executive Officer, Chief Financial Officer or other authorized officer
of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (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 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(k) hereof.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period
after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except
as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the
Company’s shareholders regarding a merger, share exchange, asset acquisition, share 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 shareholder meeting verifying the vote of such shareholders
regarding such Business Combination;


 


(e) Provide the Representative with a copy
of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the
Company and the Representative, 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 Representative on behalf of the Underwriters prior to any transfer of the funds held
in the Trust Account to the Company or any other person;


 


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


 


(h) If the Company seeks to amend any provisions
of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s
initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination
within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the
Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an
 “Amendment Notification Letter”) in the form of Exhibit D providing instructions for
the distribution of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and


 


(i) Within five (5) business days
after the Underwriters exercise their option to purchase additional units (or any unexercised portion thereof) or such option to
purchase additional units 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) 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 third
party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of
the Property unless and until it shall have received written 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) Change the investment of any Property,
other than in compliance with Section 1 hereof;


 


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


 


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





 


(g) The other parties hereto or to anyone
else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be
signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its
prior written consent thereto;


 


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


 


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


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


 


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


 


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


 


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


 


5. Termination. This Agreement
shall terminate as follows:


 


(a) If the Trustee gives written notice
to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt
of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court
in the State of New York or with the United States District Court for the Southern District of New York and upon such deposit,
the Trustee shall be immune from any liability whatsoever; or


 






     


    	 



    

 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except
with respect to Section 2(b).


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds.


 


(b) This Agreement shall be governed by
and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
that would result in the application of the substantive laws of another jurisdiction. 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 Section 1(i), 1(j) and 1(k) hereof
(which sections may not be modified, amended or deleted without the affirmative vote of at least sixty-five percent (65%) of the
then voted Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, voting together as a
single class; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his
or her Ordinary Shares in connection with a shareholder vote to amend this Agreement to modify the substance or timing of the Company’s
obligation to provide for the redemption of the Ordinary Shares in connection with an initial Business Combination or an Amendment
or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame
specified in the Company’s amended and restated memorandum and articles of association), this Agreement or any provision
hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the
parties hereto.


 


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


 






     


    	 



    

 


(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 electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


		Attn:	Francis E. Wolf, Jr. & Celeste Gonzalez



		Email:	fwolf@continentalstock.com
	 	 	cgonzalez@continentalstock.com






 


if to the Company, to:


 


Acies Acquisition Corp.


1219 Morningside Drive, Suite 110


Manhattan Beach, CA 90266


		Attn:	Daniel Fetters
	 	 	Edward
King






		Email:	dan.fetters@aciesacq.com
	 	 	edward.king@aciesacq.com



 





in each case, with copies to:


 


Ellenoff Grossman & Schole LLP


1345 Avenue of the Americas


New York, New York 10105


		Attn:	Benjamin Reichel



		E-mail:	breichel@egsllp.com



 and


Morgan Stanley & Co. LLC


1585 Broadway, 36th Floor


New York, NY 10036


		Attn:	Jon Sierant



		E-mail:	jon.sierant@morganstanley.com








and


J.P. Morgan Securities LLC


383 Madison Avenue


New York, New York 10179


		Attn:	Eddy Allegaert



		E-mail:	eddy.allegaert@jpmorgan.com





and


Oppenheimer & Co. Inc.


85 Broad Street


New York, New York 10004


		Attn:	Lewis Silberman



		E-mail:	lewis.silberman@opco.com



and


Skadden, Arps, Slate, Meagher & Flom LLP


One Manhattan West


New York, New York 10001


		Attn:	David J. Goldschmidt



		E-mail:	david.goldschmidt@skadden.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) This Agreement is the joint product
of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
of such parties and shall not be construed for or against any party hereto.


 






     


    	 



    

 


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


 


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


 


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


 


[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	 
	 	 	 
	 	ACIES ACQUISITION CORP.	 
	 	 	 	 
	 	By:	 	
/s/ Daniel Fetters	 
	 	Name:	 	Daniel Fetters	 
	 	Title:	 	Co-Chief Executive Officer	 


 




     


    	 



    

 


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, 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 Sections 1(i),(j), and (k)	 	Billed by Trustee to Company under Section 1	 	$250
	
        Paying Agent services as required pursuant to
Section 1(i) and 1(k)

        
	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	Prevailing rates


 




     


    	 



    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn:  Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Acies Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [•], 2020 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of
the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds
held in the Trust Account will be immediately available for transfer to the account or accounts that the 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 said trust operating account at J.P. Morgan Chase Bank, N.A.  awaiting distribution, neither the Company nor the Representative will earn any interest
or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate of a Co-Chief Executive Officer, the Chief Financial Officer
or other authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s
shareholders, 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 such notice as soon thereafter as possible.


 




     


    	 



    




 


	 	Very truly yours,	 
	 	 	 
	 	Acies Acquisition Corp.	 
	 	 	 	 
	 	By:	 	
	 
	 	Name:	 	Daniel Fetters	 
	 	Title:	 	Co-Chief Executive Officer	 


 


	 	 	 	 
	 	By:	 	
	 
	 	Name:	 	Edward King	 
	 	Title:	 	Co-Chief Executive Officer	 


 


 


		cc:	Morgan Stanley & Co. LLC

                                                                                 

                                                                                J.P. Morgan Securities LLC
 
 Oppenheimer & Co. LLC




 




     


    	 



    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn:  Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Acies Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in the Company’s Amended
and Restated Memorandum and Articles 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 and to transfer the total
proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has
selected                  as
the effective 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, agree to distribute said funds directly to the Company’s Public Shareholders in accordance with the terms of the
Trust Agreement and the Amended and Restated Memorandum and Articles 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,	 
	 	 	 
	 	Acies Acquisition Corp.	 
	 	 	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	Co-Chief Executive Officer	 


 



 


 


		cc:	Morgan Stanley & Co. LLC

                                                                                                                

                                                                                J.P. Morgan Securities LLC
 
 Oppenheimer & Co. LLC




 




     


    	 



    

 


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 Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Acies Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $        of
the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


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


 


		cc:	Morgan Stanley & Co. LLC



J.P. Morgan Securities LLC



Oppenheimer & Co. LLC



 




     


    	 



    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust
    Account Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Acies Acquisition Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [•], 2020 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $            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.


 


Pursuant to Section 1(k) of the
Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of
the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $[•]
of the proceeds of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the
shareholders that have requested redemption of their shares in connection with such Amendment.


 


	 	 	 	 	 
	 	Very truly yours,	 
	 	 	 
	 	Acies Acquisition Corp.	 
	 	 	 	 
	 	By:	 	
	 
	 	Name:	 	 	 
	 	Title:	 	Co-Chief Executive Officer	 


 


 


		cc:	Morgan Stanley & Co. LLC



J.P. Morgan Securities LLC



Oppenheimer & Co. LLC