Article 5.02. Departure of directors or certain officers; Election of directors; Appointment of certain officers; Compensatory provisions of certain agents.

At January 7, 2022, the board of directors (the “Board”) of Authentic Equity Acquisition Corp. (the “Company”) elected Robert ernst, 56 years old, to exercise the functions of category I director of the Company for a term ending on the date of the first annual meeting of the Company. The Board determined that Mr. Ernst qualifies as an independent director under Security and Trade Commission (“SEC”) and the Nasdaq Rules. Mr. Ernst serve on the Board’s Compensation Committee.

Mr. Ernst is an experienced transaction consulting professional with over 30 years of public accountancy experience. He focused on the area of ​​mergers and acquisitions, including business and financial due diligence, synergy analysis, integration planning, market assessment and transaction structuring. He has advised on buy-side and sell-side due diligence for numerous financial and strategic buyers in national and international transactions, ranging from enterprise value to $ 5 million over $ 25 billion. Mr. Ernst was the leader of the Transaction Services service line for KPMG we Deal Advisory practiced for approximately eleven years prior to his retirement in
September 2020. Before joining KPMG, Mr. Ernst was a transaction services partner focusing on private equity transactions and consumer markets at Andersen and, prior to that, at PricewaterhouseCoopers. His industry background includes consumer products, manufacturing, retail and distribution, foodservice and technology. Mr. Ernst holds a BS in Accounting and Finance from Boston College
and an MBA from Columbia University School of Business. The Company believes that of Mr. Ernst extensive industry knowledge and leadership experience as a business advisor qualifies him to serve on the board of directors.

In connection with that of Mr. Ernst appointment as a director, the January 7, 2022, the Company has entered into a letter of understanding with Mr. Ernst (the “Letter of Understanding”), under which, among other things, Mr. Ernst has agreed (i) to vote any Class A common share it holds in favor of the initial business combination of the Company; (ii) to facilitate the liquidation and liquidation of the Company if a first business combination is not completed within 24 months; and (iii) certain transfer restrictions concerning the Company’s securities. The letter of understanding is essentially in the same form as the letter of understanding entered into by the Company with other insiders. The foregoing description of the Letter of Agreement is qualified in its entirety by reference to the full text of the Letter of Agreement, a copy of which is filed attached as Exhibit 10.1 and incorporated herein by reference.

The Company has also entered into an indemnification agreement with Mr. Ernst in the context of his appointment to the Board. The indemnity agreement is in essentially the same form as the standard Company indemnification agreement form, a copy of which has been filed as Exhibit 10.4 of the Company’s Form S-1 filed with the SECOND to December 22, 2020.

There is no family relationship between Mr. Ernst and any director or executive officer of the Company, and the Company has not entered into any transaction with Mr. Ernst which would require disclosure under Section 404 (a) of Regulation SK. There is no arrangement or understanding between Mr. Ernst and any other person under which Mr. Ernst was appointed director of the Company.

Article 9.01. Financial statements and supporting documents.



(d) Exhibits


Exhibit   Description
10.1        Letter Agreement, dated January 7, 2022, by and between Authentic
          Equity Acquisition Corp. and Robert Ernst.
104       Cover Page Interactive Data File (formatted as inline XBRL).




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