Exhibit 10.1

   

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management Trust Agreement (this “Agreement”)


      is made effective as of July [●], 2021 by and between Riverview 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.
      333-255116 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “Offering”) of the Company’s units (the “Units”), each of which consists of one
      share of the Company’s Class A common stock, par value $0.001 per share (the “Common Stock”), and one-half of one redeemable warrant, 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 Cantor Fitzgerald & Co., as underwriter (the “Underwriter”) named therein; and

   

  WHEREAS, as described in the Prospectus, $250,000,000 of the gross
      proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $287,500,000 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 Common Stock included in the Units issued in the Offering as hereinafter provided (the
      amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public


          Stockholders,” and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);

   

  WHEREAS, pursuant to the Underwriting Agreement, a portion of the
      Property equal to $8,750,000, or $10,812,500 if the Underwriters’ over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters 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 in the United States at [J.P. Morgan Chase Bank, N.A.] (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 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; 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 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;

   

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

   

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

   

  (i)              Commence liquidation of the Trust Account only after and
      promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as
      applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”) or
      other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Underwriter, 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 (which interest shall be net of taxes payable and 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) 18 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 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date;

   

  

  
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  (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 “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 certificate of incorporation to modify the substance or timing of the
      Company’s obligation to redeem 100% of shares of Common Stock included in the Units sold in the Offering (the “public shares”) if the Company has not consummated an initial Business Combination within such time as is described in the
      Company’s certificate of incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute presumptive
      evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and

   

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

   

  

  
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  (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(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 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 Underwriters
      exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

   

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

   

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

   

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

   

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

   

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

   

  

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

   

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

   

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

   

  (k)            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 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).

   

  

  
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  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. 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. 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 (“DGCL”) (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 $0.001 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 election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement 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 certificate of incorporation. 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.

   

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

   

  

  
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  (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:

   

  if to the Trustee, to:

      

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf & Celeste Gonzalez

      Email: fwolf@continentalstock.com

      Email: cgonzalez@continentalstock.com

   

  if to the Company, to:

      

      Riverview Acquisition Corp.

      510 South Mendenhall Road, Suite 200

  Memphis, TN 38117

      Attn: R. Brad Martin, Chairman and Chief Executive Officer

      Email: brad@rbmvco.com

   

  in each case, with copies to:

      

      King & Spalding LLP

      1185 Avenue of the Americas

      New York, New York 10036

      Attn: Keith Townsend, Jonathan M.A. Melmed and Kevin E. Manz

      Email: KTownsend@KSLAW.com, JMelmed@KSLAW.com, KManz@KSLAW.com

      

      and

      

      Cantor Fitzgerald & Co.

      499 Park Avenue

      New York, New York 10022

      Attn: General Counsel

      Fax No.: (212) 829-4708

      

      and

      

      Ellenoff Grossman & Schole LLP

      145 Avenue of the Americas

      New York, NY 10105

      Attn.: Douglas S. Ellenoff

      Stuart Neuhauser

      Email: ellenoff@egsllp.com

      sneuhauser@egsllp.com

   

  

  
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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. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and
      sufficient delivery thereof.

   

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

   

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

   

  [Signature Page Follows]

   

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

   

  

  	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	RIVERVIEW ACQUISITION CORP.
	 	 
	 	By:	
	 	 	Name: R. Brad Martin
	 	 	Title:  Chairman and Chief Executive Officer


   

  

  [Signature Page to Investment Management Trust Agreement – Riverview Acquisition Corp.]

   

  
      

    
      
 

  

  
   

  SCHEDULE A

   

  	Fee Item	 	Time and method of payment	 	Amount
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	 [3,500.00]
	Trustee administration fee	 	Payable annually.  First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	 [10,000.00]
	Transaction processing fee for disbursements to Company under Sections 1 and 2	 	Billed to Company following disbursement made to Company under Section 1 and 2	 	$	 [250.00]
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates


   

  
    Sch. A-1 

    
      
 

  

  
   

  EXHIBIT A

   

  Riverview Acquisition Corp.

      510 South Mendenhall Road, Suite 200

      Memphis, TN 38117

   

  July [___], 2021

   

  Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

   

  Re: Trust Account - Termination Letter

   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(i) of the Investment Management Trust
      Agreement between Riverview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of July [__], 2021 (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 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 the Chief Executive Officer, Chief Financial Officer, Co-Executive Chairman or Vice Chairman, 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.

   

  

  
    A-1 

    
      
 

  

   

  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,
	 	 
	 	Riverview Acquisition Corp.
	 	 
	 	By:	 	 
	 	 	Name:	R. Brad Martin
	 	 	Title:	Chairman and Chief Executive Officer


   

  Agreed and acknowledged by:

   

  Cantor Fitzgerald & Co.

   

  

  	By:	 	 
	 	Name:	 
	 	Title:	 


    

  
    A-2 

    
      
 

  

  
   

  EXHIBIT B

   

  Riverview Acquisition Corp.

      510 South Mendenhall Road, Suite 200

      Memphis, TN 38117

   

  July [__], 2021

   

  Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

   

  Re: Trust Account - Termination Letter

   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(i) of the Investment Management Trust
      Agreement between Riverview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July [__], 2021 (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 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 Operating 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 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.

   

  

  
  
     

  

  
  

  1 18 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 certificate of incorporation.

   

  

  
    B-1 

    
      
 

  

   

  

  	 	Very truly yours,
	 	 
	 	Riverview Acquisition Corp.
	 	 
	 	By:	 	 
	 	 	Name:	R. Brad Martin
	 	 	Title:	Chairman and Chief Executive Officer


   

  cc:          Cantor Fitzgerald & Co. 

   

  
    B-2 

    
      
 

  

  
   

  EXHIBIT C

   

  Riverview Acquisition Corp.

      510 South Mendenhall Road, Suite 200

      Memphis, TN 38117

   

  July [__], 2021

   

  Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

   

  Re: Trust Account - Tax Payment Withdrawal Instruction

   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(j) of the Investment Management Trust
      Agreement between Riverview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July [__], 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. 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,
	 	 
	 	Riverview Acquisition Corp.
	 	 
	 	By:	 	 
	 	 	Name:	R. Brad Martin
	 	 	Title:	Chairman and Chief Executive Officer


   

  cc:        Cantor Fitzgerald & Co. 

   

  
    C-1 

    
      
 

  

  
   

  EXHIBIT D

   

  Riverview Acquisition Corp.

      510 South Mendenhall Road, Suite 200

      Memphis, TN 38117

   

  July [__], 2021

   

  Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf

   

  Re: Trust Account - Stockholder Redemption Withdrawal Instruction

   

  Dear Mr. Wolf:

   

  Pursuant to Section 1(k) of the Investment Management Trust
      Agreement between Riverview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of July [__], 2021 (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 certificate of incorporation 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 certificate of incorporation or with respect to any other material provisions 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,
	 	 
	 	Riverview Acquisition Corp.
	 	 
	 	By:	 	 
	 	 	Name:	R. Brad Martin
	 	 	Title:	Chairman and Chief Executive Officer


   

  cc:            Cantor Fitzgerald & Co.

   

  

  
    D-1