Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made as of August 4, 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, $420,000,000 (or $483,000,000
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 $14,700,000, or $16,905,000 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 180 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;


 



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(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;


 






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


 


(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


 



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(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


 



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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


 


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]


 




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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:	/s/ Francis Wolf
	 	 	Name: 	Francis Wolf
	 	 	Title: 	Vice President
	 	 
	 	BOWX ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Vivek Ranadive
	 	 	Name: 	Vivek Ranadive
	 	 	Title: 	Chairman & Co-CEO


 


[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	 	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 Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	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:	BowX
Acquisition Corp.


 


Mr. Wolf & Ms. Gonzalez:


 


Pursuant to Section 1(c) of the Investment Management Trust
Agreement between BowX Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”),
you are hereby authorized and instructed to invest the trust funds raised from the IPO (and follow-on overallotment funds), if
applicable, in the following permitted investment(s):


 


Security: _______________________________________________


 


Security: _______________________________________________


 


and/or,


 


Qualified Money Market Fund:


 


Fund Family: ________________________________________


 


Exact Fund Name:


 


Ticker:


 


Fund CUSIP No: ______________________________________


 


ISIN No: ____________________________________________


 


You are instructed to utilize the services of UBS Financial
Services Inc. (the “Asset Manager”) to purchase and hold the above investments.


 


	 	BowX
    Acquisition Corp.
	 	 	       
	 	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 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 Operating
Account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all of the funds held in the Trust Account
will be immediately available for transfer to the account or accounts that the 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
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.


 


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 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 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 Withdrawal Instuction
Letter 


 


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