EX-10.2






 Exhibit 10.2 

INVESTMENT MANAGEMENT TRUST AGREEMENT 

This Investment Management Trust Agreement (this “Agreement”) is made effective as of May [•], 2021, by and
between Dynamics Special Purpose Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”). 

WHEREAS, the Company’s registration statement on Form S-1, File No. 333-228494 (the “Registration Statement”) and prospectus (the “Prospectus”) for the initial public offering of the Company’s shares of Class A
common stock (the “Common Stock”), par value $0.0001 per 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; 
 WHEREAS, the Company has entered into an Underwriting Agreement, dated May [•], 2021 (the
“Underwriting Agreement”), with J.P. Morgan Securities LLC as the underwriter (the “Underwriter”); 

WHEREAS, as described in the Prospectus, $200,000,000 of the gross proceeds of the Offering, the sale of the Private Placement Shares
(as defined in the Underwriting Agreement) (or $230,000,000, 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, the holders of the shares of Common Stock issued in the Offering (the “Public Stockholders”) and the Underwriter 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 Public Stockholders, for whose benefit the Trustee shall hold
the Property, will be referred to collectively as the “Covered Stockholders,” and the Covered Stockholders, the Company and the Underwriter will be referred to together as the “Beneficiaries”);

 WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the
Underwriter’s over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions (the “Deferred Discount”) that will be payable by the Company to the Underwriter upon and
concurrently with the consummation of the Business Combination (as defined below); 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, which Trust Account
shall be 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) 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 (the “Investment Company Act”), 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 (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; while account funds are invested or uninvested, 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 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, and to such other persons as the Company may instruct, 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 any of its Chief Executive Officer,
Chief Financial Officer, Chief Business Officer or Executive Chair (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 not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses in the case of a Termination Letter in the form of
Exhibit B hereto), 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 form of letter attached hereto as Exhibit B
and the Property in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be
distributed to the Covered Stockholders of record as of such date; 
 (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, 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, including
any franchise tax obligations, 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; 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 such distribution shall not result in a reduction in the principal price per share amount initially deposited in the Trust Account;
provided, further, that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company (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, 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 for redemption in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to
allow redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of the shares of Common Stock sold in the Offering (the “Public Shares”) if the Company has not consummated
an initial Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; 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
Chief Executive Officer, Chief Financial Officer, Chief Business Officer or Executive Chair. 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 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 the closing of the Business Combination. 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 (a “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; 
 (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 five (5) business days after the Underwriter exercises its over-allotment option in connection with the Offering (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, which shall in no event be less than $7,000,000. 

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; 

(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, franchise and income 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 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 (which section may not be amended under any circumstances) 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. Subject to Section 6(d), 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 (i) 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, 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, or (ii) the Company’s
stockholders of record as of the record date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock, Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have
delivered to the Trustee a signed writing approving such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise properly indicated his, her or its election to redeem his, her or its shares of Common
Stock in connection with a stockholder vote sought to amend this 













 
Agreement, including a corresponding change to the Company’s amended and restated 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. 

(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, NY 10004 
 Attn: Francis Wolf and Celeste Gonzalez 

Email: fwolf@continentalstock.com 

cgonzalez@continentalstock.com 

if to the Company, to: 

Dynamics Special Purpose Corp. 

2875 El Camino Real 
 Redwood
City, CA 94061 
 Attn: Chief Financial Officer 

Email: ma@dspc.bio 
 in each
case, with copies, which shall not constitute notice, to: 
 Davis Polk & Wardwell LLP 

450 Lexington Avenue 
 New York,
NY 10017 
 Attn: Oliver Smith 

Email: oliver.smith@davispolk.com 

and 
 J.P. Morgan Securities LLC

 383 Madison Avenue 













 New York, NY 10179 

Attn: Equity Syndicate Desk 
 Fax:
(212) 622-8358 
 and 

Simpson Thacher & Bartlett LLP 

425 Lexington Avenue 
 New York,
NY 10017 
 Attn: Roxane F. Reardon; Marisa D. Stavenas 

Email: rfreardon@stblaw.com; mstavenas@stblaw.com 

(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] 













 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:	 	Francis Wolf
	Title:	 	Vice President
	
	DYNAMICS SPECIAL PURPOSE CORP.
		
	By:	 	          

	Name:	 	Mostafa Ronaghi
	Title:	 	Chief Executive Officer


 [Signature Page to Investment Management Trust Agreement] 













 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
	  	 First year, initial closing of Offering by wire transfer, thereafter 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) and 1(j)
	  	 Billed to Company following disbursement made to Company

under Section 1
	  	$	250.00	 
	 Paying Agent services as required pursuant to

Sections 1(i) and 1(k)
	  	Billed to Company upon delivery of service pursuant to Sections 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 and Celeste Gonzalez

 Re: Trust Account—Termination Letter 

Mr. Wolf and Ms. Gonzalez: 
 Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated
as of May [•], 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 the Target Business (the “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours (or such shorter time as you may
agree) in advance of the actual date fixed for 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 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)). It is acknowledged and agreed that while the funds are on deposit in the Trust Account
awaiting distribution, the Company will not earn any interest or dividends. 
 On the Consummation Date (i) counsel for the Company
shall deliver to you written notification that the Business Combination has been consummated, 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 its Chief Executive Officer, Chief Financial Officer or Chief Business Officer (the “Vote Verification
Certificate”), which verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held or (ii) no vote of the Company’s stockholders for the approval of
the Business Combination is required and none has been 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 to 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, the Vote Verification Certificate 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 you 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 such original Consummation Date as set forth in such notice or as soon thereafter as possible. 

[Signature Page Follows] 













 
			
	Very truly yours,
	
	Dynamics Special Purpose Corp.
		
	By:	 	          

	Name:	 	
	Title:	 	


 cc: J.P. Morgan Securities 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 and Celeste Gonzalez

 Re: Trust Account—Termination Letter 

Mr. Wolf and Ms. Gonzalez: 
 Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated
as of May [•], 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 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 keep the total proceeds thereof in the Trust Account to await distribution to the Covered Stockholders. The Company has selected [_________, 20__]1 as the effective date for the
purpose of determining when the Covered 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 Covered Stockholders in accordance with the terms of the Trust Agreement and the Company’s [amended and restated] certificate of incorporation. 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,
	Dynamics Special Purpose Corp.
		
	By:	 	              

	Name:	 	
	Title:	 	


 cc: J.P. Morgan Securities LLC 

 

	1 	 24 months from the closing of the Offering or at a later date, if extended. 















 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 and Celeste Gonzalez

 Re: Trust Account—Withdrawal Instruction 

Mr. Wolf and Ms. Gonzalez: 
 Pursuant
to Section 1(j) of the Investment Management Trust Agreement between Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated
as of May [•], 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,
	
	Dynamics Special Purpose Corp.
		
	By:	 	          

	Name:	 	
	Title:	 	


 cc: J.P. Morgan Securities 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 and Celeste Gonzalez

 Re: Trust Account—Stockholder Redemption Withdrawal Instruction 

Mr. Wolf and Ms. Gonzalez: 
 Pursuant
to Section 1(k) of the Investment Management Trust Agreement between Dynamics Special Purpose Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated
as of May [•], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver $[_____] 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 Public Stockholders who have properly elected to have their Public Shares redeemed by the Company as described below. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement. 

The Company needs such funds to pay the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company in
connection with a stockholder vote to approve an amendment to the Company’s [amended and restated] certificate of incorporation to modify the substance or timing of the ability of Public Stockholders to seek redemption in connection with an
initial Business Combination or the Company’s obligation to redeem 100% of 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 to affect provisions of the Company’s [amended and restated] certificate of incorporation relating to the Company’s pre-initial Business Combination activity or
related stockholder rights. 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 such Public Stockholders. 

 

			
	Very truly yours,
	
	Dynamics Special Purpose Corp.
		
	By:	 	          

	Name:	 	
	Title:	 	


 cc: J.P. Morgan Securities LLC