Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made as of _________, 2020 by and between BowX Acquisition Corp. (the
“Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-239941 (“Registration Statement”) for its initial public offering
of securities (“IPO”) has been declared effective as of the date hereof (“Effective Date”)
by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the Registration Statement); and


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC, as representative
(the “Representatives”) of the several underwriters named therein (the “Underwriters”); and


 


WHEREAS, as described
in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, $350,000,000
(or $402,500,000 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 Company’s Class A common stock, par value $0.0001 per share (“Common
Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee (and any income 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”); and


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $12,250,000, or $14,087,500 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that may 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;


 


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 initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more), maintained by Trustee, and at a brokerage institution selected by the Company that is reasonably satisfactory
to the Trustee;


 


(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 in a form substantially similar to that attached hereto as Exhibit A, either
(a) 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 (the “Investment Company Act”), having a maturity of 185 days
or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as a money
market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company
Act, which invest only in direct U.S. government treasury obligations or (b) cause the brokerage institution referred to in 1(a)
above to place the Property in a cash demand deposit account; it being understood that unless the Company instructs the Trustee
to do either of the foregoing, 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 during such periods;


 






     


     


    

 


(d) Collect and receive,
when due, all principal and 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 in connection with the Company’s preparation of its tax returns;


 


(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 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 B or Exhibit
C, as applicable, signed on behalf of the Company by an authorized officer and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to
therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee within the period
of time (the “Last Date”) provided in the Company’s Amended and Restated Certificate of Incorporation,
as the same may be amended from time to time (the “Certificate of Incorporation”), the Trust Account shall
be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit C hereto
and distributed to the Public Stockholders as of the Last Date (excluding up to $100,000 of interest which may be used for dissolution
expenses); and


 


(j) Upon receipt of
a letter (an “Amendment Notification Letter”) in the form of Exhibit D, signed on behalf of the
Company by an authorized officer, distribute to Public Stockholders who properly exercised their redemption rights in connection
with an amendment to the Company’s Amended and Restated Certificate of Incorporation (an “Amendment”)
(i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Business
Combination or an Amendment or to redeem 100% of its public shares if the Company does not complete an initial Business Combination
within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights
or pre-initial business combination activity, an amount equal to the pro rata share of the Property relating to the Common Stock
for which such Public Stockholders have properly exercised redemption rights in connection with such Amendment.


 


2. Limited Distributions of Income from Trust Account.


 


(a) 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
E, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any income or other tax obligation owed by the Company, and, the Company shall forward such payment to the relevant taxing
authority.


 


(b) The limited distributions
referred to in Section 2(a) above shall be made only from income collected on the Property. Except as provided in Section
2(a) above, no other distributions from the Trust Account shall be permitted except in accordance with Sections 1(i) or 1(j)
hereof.


  


3. Agreements and Covenants of the Company. The
Company agrees and covenants to:


 


(a) Give all instructions
to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. In addition, except with respect
to its duties under Sections 1(i), 1(j) and 2(a)  above, 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 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 the
provisions of Section 5 of this Agreement, 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 claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment of the Property,
except for expenses and losses resulting from the Trustee’s fraud, gross negligence 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 paragraph, 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 consent shall not be unreasonably withheld. The Company may participate in such
action with its own counsel;


 


(c) Pay the Trustee
an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, 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 and further agreed that any fees remaining
owed to the Trustee at the consummation of a business combination (a “Business Combination”) shall be deducted
by the Trustee pursuant to Section 1(i) solely in connection with the consummation of the Business Combination. The
Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the IPO and the next
annual fee on the anniversary of the Effective Date;


 


(d) In connection with
any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying the vote of the
Company’s stockholders regarding such Business Combination;


 


(e) The Company agrees
that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f) If the Company
has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit
D providing instructions for the distribution of funds to Public Stockholders who properly exercise their redemption rights
in connection with such Amendment;


 


(g) Provide the Representative
with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after such issuance; and


 


(h) Expressly provide
in any Instruction Letter (as defined in Exhibit B) delivered in connection with a Termination Letter in a form substantially
similar to that attached hereto as Exhibit B that the Deferred Discount be paid directly to the account or accounts directed
by the Representative on behalf of the Underwriters;


 


4. Limitations of Liability. The Trustee shall have
no responsibility or liability to:


 


(a) Take any action
with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee
shall have no liability to any party except for liability arising out of its own fraud, gross negligence or willful misconduct;


 


(b) Institute any proceeding
for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of any kind with
respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change the investment
of any Property, other than in compliance with Section 1(c);


 






    3


     


    

 


(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 exercise of its own best judgment, except for its fraud, gross negligence 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), 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 is believed by the Trustee, in good faith, 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 correctness
of the information set forth in the Registration Statement or to confirm or assure that any Business Combination consummated by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File local, state,
and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver payee statements
to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the
Property;


 


(i) Pay any taxes on
behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and that such
taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 


(j) 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; or


 


(k) Verify calculations,
qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j) or
2(a)  above.


 


5. 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 3(b) or Section 3(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.


 


6. 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 during which time the Trustee shall 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


 






    4


     


    

 


(b) At such time that
the Trustee has completed the liquidation of the Trust Account 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 3(b) and Section 5.


 


7. Miscellaneous.


 


(a) The Company and
the Trustee will each restrict access to confidential information relating to funds being transferred to or from the Trust Account
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 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 fraud, gross negligence or willful misconduct, the Trustee shall not be liable for any loss, liability, or
expense resulting from any error in the information supplied to it or funds transferred based on such information.


 


(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. The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, 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.


 


(c) 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.


 


(d) This Agreement
contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Sections
1(i), 1(j) and (2) (which sections may not be modified, amended or deleted without the affirmative vote of sixty five percent (65%)
of the then outstanding shares of Common Stock and shares of the Company’s Class B common stock, par value $0.0001 per share,
voting together as a single class; provided that 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 vote sought to amend this
Agreement), 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; provided, however, that no such change, amendment or modification may
be made without the prior written consent of the Representative. The Trustee may require from Company counsel an opinion as to
the propriety of any proposed amendment.


 


(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, by email or
by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


BowX Acquisition Corp.


2400 Sand Hill Rd., Suite 200


Menlo Park, CA 94025


Attn: Vivek Ranadive


E-mail: vivek@bowcapital.com


 






    5


     


    

 


in either case with a copy (which copy shall
not constitute notice) to:


 


UBS Securities LLC


11 Wall Street


New York, New York 10005


Attn: General Counsel


 


and


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq. / Jeffrey
M. Gallant, Esq.


E-mail: dmiller@graubard.com / jgallant@graubard.com


 


and


Skadden,
Arps, Slate, Meagher & Flom LLP


One
Manhattan West


New York,
New York 10001


Attn: David J. Goldschmidt, Esq.


 


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


 


(g) Each of the Trustee
and the Company 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) Each of the Company
and the Trustee hereby acknowledge and agrees that the Representative is a third party beneficiary of this Agreement.


 


[Signature Page Follows]





 






    6


     


    

 


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:	 
	 	 	 	 
	 	BOWX ACQUISITION CORP.
	 	 	 	 
	 	By:	 
	 	 	Name:	Vivek Ranadive
	 	 	Title:	Chairman and Co-CEO


 









     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	 	 
	Annual fee	 	First year, on initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	 	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	 	 
	Paying Agent services as required pursuant to section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to section 1(i) and 1(j)	 	 	 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 No. [________] - Investment
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(c) of the Investment Management Trust Agreement between BowX Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of _______, 2020 (“Trust Agreement”), you are hereby
instructed to direct ___________ [Asset Manager] to (check all that apply):


 


		☐	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 (the
                                         “Investment Company Act”), having a maturity of 180 days or less



 


______%
of Property


 


		☐	invest
                                         and reinvest the Property in any open ended investment company registered under the Investment
                                         Company Act that holds itself out as a money market fund selected by the Company meeting
                                         the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company
                                         Act, which invest only in direct U.S. government treasury obligations



 


______%
of Property


 


		☐	have
                                         the Property held in a cash demand deposit account



 


______%
of Property


 


Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement. The Company shall notify
you of any requested change in the above investment instructions.


 


	 	Very
    truly yours,
	 	 
	 	BOWX
ACQUISITION CORP.

	 	 	 	 
	 	By:	       
	 	 	Name: 	      
	 	 	Title:	 


  


AGREED
TO AND ACKNOWLEDGED BY


 


	[Asset Manager]	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title:	 


 






     


     


    

 


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 No. [________] - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between BowX Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of _______, 2020 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [__________________] to consummate a business combination (“Business
Combination”) on or about [insert date]. The Company shall notify you at least 72 hours in advance of the
actual date of the consummation of the Business Combination (or such shorter time as you may agree) (“Consummation Date”).
Capitalized terms used herein and not otherwise defined 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 the Trust Account investments and to transfer
the proceeds to the Trust 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 Company shall direct
on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect to the
Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution,
neither the Company nor the Underwriters 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 concurrently with your transfer of funds to the accounts as directed by the Company and
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies the that
the Business Combination has been approved by a vote of the Company’s stockholders if a vote is held and (b) joint written
instructions from 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 (“Instruction Letter”). You are hereby directed and
authorized to transfer the funds held in the Trust Account immediately upon your receipt of the counsel’s letter 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 of the same and the Company shall direct
you as to whether such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon
the distribution of all the funds in the Trust Account pursuant to the terms hereof, 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 you of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the
business day immediately following the Consummation Date as set forth in the notice.


  


	 	Very
    truly yours,
	 	 
	 	BOWX
ACQUISITION CORP.

	 	 	 	 
	 	By:	    
	 	 	Name:	        
	 	 	Title:	 


 


cc:
UBS Securities 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 and Celeste Gonzalez


 


Re: Trust
Account No. [__________] - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between BowX Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of _______, 2020 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a 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 its IPO. Capitalized terms
used herein and not otherwise defined 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 the Trust Account and to transfer the total
proceeds of the Trust to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders.
The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. It is acknowledged that while the funds are on deposit in
the Trust Operating Account awaiting distribution, the Company will not earn any interest or dividends. You agree to be the Paying
Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in
accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon
the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 	 	 
	 	BOWX ACQUISITION CORP.



	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc:
UBS 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 No. [________] – Amendment Notification Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Reference
is made to the Investment Management Trust Agreement between BowX Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of ________, 2020 (“Trust Agreement”). Capitalized words used
herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant
to Section 1(j) of the Trust Agreement, this is to advise you that the Company has sought and will adopt 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 total proceeds of the Trust to the Trust Account at J.P. Morgan Chase Bank, N.A. to await distribution
to the Public Stockholders that have properly requested redemption of their shares of Common Stock in connection with such Amendment.
The remaining funds shall be reinvested by you as previously instructed.


 


	 	Very
    truly yours,
	 	 	 	 
	 	BOWX
    ACQUISITION CORP.
	 	 	 	 
	 	By:	       
	 	 	Name:	       
	 	 	Title:	 


  


cc:
UBS Securities LLC


 




     


     


    

 


EXHIBIT
E


 


[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 No. [_____________]


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between BowX Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of _________, 2020 (“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.
The Company needs such funds to pay for its income or other tax obligations.


 


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]


 





	 	BOWX
    ACQUISITION CORP.
	 	 	 	 
	 	By:	       
	 	 	Name:	       
	 	 	Title:	 


 


cc:
UBS Securities LLC