Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of March 23, 2021 by and between Magnum Opus Acquisition Limited, a
Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a
New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-253688 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering (the “Offering”) of the Company’s units (the “Units”),
each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”),
and one-half of one redeemable warrant, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;
and


 


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


 


WHEREAS, as described in the Prospectus, $200,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $230,000,000
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 Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to
be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company 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 Underwriters’ over-allotment option is exercised in full, is
attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently
with the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to
enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


		1.	Agreements
                                            and Covenants of Trustee. The Trustee hereby agrees and covenants to:



 


		(a)	Hold the Property in trust for the Beneficiaries
                                            in accordance with the terms of this Agreement in the Trust Account established by the Trustee
                                            in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial
                                            bank with consolidated assets of $100 billion or more) and at a brokerage institution
                                            selected by the Trustee that is reasonably satisfactory to the Company;



 


		(b)	Manage, supervise and administer the Trust
                                            Account subject to the terms and conditions set forth herein;



 


		(c)	In a timely manner, upon the written instruction
                                            of the Company, invest and reinvest the Property solely in United States government securities
                                            within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended,
                                            having a maturity of 185 days or less, or in money market funds meeting the conditions of
                                            paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
                                            the Investment Company Act of 1940, as amended (or any successor rule), which invest only
                                            in direct U.S. government treasury obligations, as determined by the Company; it being understood
                                            that the Trust Account will earn no interest while account funds are uninvested awaiting
                                            the Company’s instructions hereunder and the Trustee may earn bank credits or other
                                            consideration;



 






    


     


    

 


		(d)	Collect and receive, when due, all interest
                                            or other income arising from the Property, which shall become part of the “Property,”
                                            as such term is used herein;



 


		(e)	Promptly notify the Company and the 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 (or its authorized agents) in connection with the Company’s
                                            preparation of the tax returns relating to assets held in the Trust Account;



 


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



 


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



 


		(i)	Commence liquidation of the Trust Account
                                            only after and promptly after (x) receipt of, and only in accordance with the terms
                                            of, a letter from the Company (“Termination Letter”) in a form
                                            substantially similar to that attached hereto as either Exhibit A or Exhibit B,
                                            as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial
                                            Officer, President or Chairman of the board of directors of the Company (the “Board”)
                                            or another authorized officer of the Company, and, in the case of Exhibit A,
                                            acknowledged and agreed to by the Representative, and complete the liquidation of the Trust
                                            Account and distribute the Property in the Trust Account, including interest earned on the
                                            funds held in the Trust Account (less taxes payable and up to $100,000 of interest to pay
                                            dissolution expenses), only as directed in the Termination Letter and the other documents
                                            referred to therein, or (y) upon the date which is the later of (1) 24 months after
                                            the closing of the Offering and (2) such later date as may be approved by the Company’s
                                            shareholders in accordance with the Company’s amended and restated memorandum and articles
                                            of association if a Termination Letter has not been received by the Trustee prior to such
                                            date, in which case the Trust Account shall be liquidated in accordance with the procedures
                                            set forth in the Termination Letter attached as Exhibit B and the Property in
                                            the Trust Account, including interest earned on the funds held in the Trust Account (less
                                            taxes payable and up to $100,000 of interest to pay dissolution expenses), shall be distributed
                                            to the Public Shareholders 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 (a “Tax Payment Withdrawal Instruction”),
                                            withdraw from the Trust Account and distribute to the Company the amount of interest earned
                                            on the Property requested by the Company to cover any tax obligation owed by the Company
                                            as a result of assets of the Company or interest or other income earned on the Property,
                                            which amount shall be delivered directly to the Company by electronic funds transfer or other
                                            method of prompt payment, and the Company shall forward such payment to the relevant taxing
                                            authority so long as there is no reduction in the principal amount initially deposited in
                                            the Trust Account; provided, however, that to the extent there is not sufficient
                                            cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets
                                            held in the Trust Account as shall be designated by the Company in writing to make such distribution
                                            (it being acknowledged and agreed that any such amount in excess of interest income earned
                                            on the Property shall not be payable from the Trust Account). The written request of the
                                            Company referenced above shall constitute presumptive evidence that the Company is entitled
                                            to said funds, and the Trustee shall have no responsibility to look beyond said request;



 


		(k)	Upon written request from the Company,
                                            which may be given from time to time in a form substantially similar to that attached hereto
                                            as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”),
                                            the Trustee shall distribute to the Public Shareholders on behalf of the Company the amount
                                            requested by the Company to be used to redeem Ordinary Shares from Public Shareholders properly
                                            submitted in connection with a shareholder vote to approve an amendment to the Company’s
                                            amended and restated memorandum and articles of association (A) to modify the substance
                                            or timing of the Company’s obligation to allow redemption in connection with our initial
                                            business combination or to redeem 100% of the Ordinary Shares included in the Units sold
                                            in the Offering (the “public shares”) if the Company has not consummated
                                            an initial Business Combination within such time as is described in the Company’s amended
                                            and restated memorandum and articles of association or (B) with respect to any other
                                            material provisions relating to shareholders’ rights or pre- initial Business Combination
                                            activity. The written request of the Company referenced above shall constitute presumptive
                                            evidence that the Company is entitled to distribute said funds, and the Trustee shall have
                                            no responsibility to look beyond said request; and



 






    2


     


    

 


		(l)	Not make any withdrawals or distributions
                                            from the Trust Account other than pursuant to Section 1(i), (j) or
                                            (k) above.



 


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



 


		(a)	Give all instructions to the Trustee hereunder
                                            in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
                                            Chief Financial Officer, President or another authorized officer of the Company. 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 it is distributed to the Company pursuant to Sections
                                            1(i) through 1(j) hereof. The Company shall pay the Trustee the initial
                                            acceptance fee and the first annual administration fee at the consummation of the Offering.
                                            The Company shall not be responsible for any other fees or charges of the Trustee except
                                            as set forth in this Section 2(c), Schedule A and as may be provided
                                            in Section 2(b) hereof;



 


		(d)	In connection with any vote of the Company’s
                                            shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization
                                            or similar business combination involving the Company and one or more businesses (the “Business
                                            Combination”), provide to the Trustee an affidavit or certificate of the inspector
                                            of elections for the shareholder meeting verifying the vote of such shareholders regarding
                                            such Business Combination;



 


		(e)	Provide the Representative 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 Representative, 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 Representative on behalf of the Underwriters prior to any transfer of the funds held
                                            in the Trust Account to the Company or any other person;



 






    3


     


    

 


		(g)	Instruct the Trustee to make only those
                                            distributions that are permitted under this Agreement, and refrain from instructing the Trustee
                                            to make any distributions that are not permitted under this Agreement; and



 


		(h)	Within four (4) business days after
                                            the Underwriters exercise the over-allotment option (or any unexercised portion thereof)
                                            or such over-allotment option expires, provide the Trustee with a notice in writing of the
                                            total amount of the Deferred Discount.



 


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



 


		(a)	Imply obligations, perform duties,
                                            inquire or otherwise be subject to the provisions of any agreement or document other than
                                            this Agreement and that which is expressly set forth herein;



 


		(b)	Take any action with respect to the Property,
                                            other than as directed in Section 1 hereof, and the Trustee shall have no liability
                                            to any third party except for liability arising out of the Trustee’s gross negligence,
                                            fraud or willful misconduct;



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


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



 


		(k)	Verify calculations, qualify or otherwise
                                            approve the Company’s written requests for distributions pursuant to Sections 1(i),
                                            1(j) or 1(k) hereof.



 






    4


     


    

 


		4.	Trust
                                            Account Waiver. The Trustee has no right of set-off or any right, title, interest or
                                            claim of any kind (“Claim”) to, or to any monies in, the Trust
                                            Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
                                            that it may have now or in the future. In the event the Trustee has any Claim against the
                                            Company under this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof,
                                            the Trustee shall pursue such Claim solely against the Company and its assets outside the
                                            Trust Account and not against the Property or any monies in the Trust Account.



 


		5.	Termination.
                                            This Agreement shall terminate as follows:



 


		(a)	If the Trustee gives written notice to the Company that it desires to resign under this Agreement,
                                            the Company shall use its reasonable efforts to locate a successor trustee, pending which
                                            the Trustee shall continue to act in accordance with this Agreement. At such time that the
                                            Company notifies the Trustee that a successor trustee has been appointed and has agreed to
                                            become subject to the terms of this Agreement, the Trustee shall transfer the management
                                            of the Trust Account to the successor trustee, including but not limited to the transfer
                                            of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
                                            shall terminate; provided, however, that in the event that the Company
                                            does not locate a successor trustee within ninety (90) days of receipt of the resignation
                                            notice from the Trustee, the Trustee may submit an application to have the Property deposited
                                            with any court in the State of New York or with the United States District Court for the
                                            Southern District of New York and upon such deposit, the Trustee shall be immune from any
                                            liability whatsoever; or



 


		(b)	At such time that the Trustee has completed
                                            the liquidation of the Trust Account and its obligations in accordance with the provisions
                                            of Section 1(i) hereof and distributed the Property in accordance with the
                                            provisions of the Termination Letter, this Agreement shall terminate except with respect
                                            to Section 2(b).



 


		6.	Miscellaneous.



 


		(a)	The Company and the Trustee each acknowledge
                                            that the Trustee will follow the security procedures set forth below with respect to funds
                                            transferred from the Trust Account. The Company and the Trustee will each restrict access
                                            to confidential information relating to such security procedures to authorized persons. Each
                                            party must notify the other party immediately if it has reason to believe unauthorized persons
                                            may have obtained access to such confidential information, or of any change in its authorized
                                            personnel. In executing funds transfers, the Trustee shall rely upon all information supplied
                                            to it by the Company, including, account names, account numbers, and all other identifying
                                            information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except
                                            for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
                                            the Trustee shall not be liable for any loss, liability or expense resulting from any error
                                            in the information or transmission of the funds.



 


		(b)	This Agreement shall be governed by and
                                            construed and enforced in accordance with the laws of the State of New York. This Agreement
                                            may be executed in several original or facsimile counterparts, each one of which shall constitute
                                            an original, and together shall constitute but one instrument.



 


		(c)	This Agreement contains the entire agreement
                                            and understanding of the parties hereto with respect to the subject matter hereof. Except
                                            for Section 1(i), 1(j) and 1(k) hereof (which sections
                                            may not be modified, amended or deleted without the affirmative vote of sixty-five percent
                                            (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value
                                            $0.0001 per share, of the Company, voting together as a single class; provided that
                                            no such amendment will affect any Public Shareholder who has properly elected to redeem his
                                            or her Ordinary Shares in connection with a shareholder vote to amend this Agreement (A) to
                                            modify the substance or timing of the Company’s obligation to allow redemption in connection
                                            with our initial business combination or to redeem 100% of its Ordinary Shares if the Company
                                            does not complete its initial Business Combination within the time frame specified in the
                                            Company’s amended and restated memorandum and articles of association or (B) with
                                            respect to any other material provisions relating to shareholders’ rights or pre-initial
                                            Business Combination activity), 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.



 






    5


     


    

 


		(d)	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.



 


		(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 or by electronic mail:



 


if to the Trustee, to:


 


Continental Stock Transfer &
Trust Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf & Celeste
Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Magnum Opus Acquisition Limited 


15th Floor


Nexxus Building


77 Des Voeux Road


Central, Hong Kong


Attn: Hou Pu Jonathan Lin


Email: jonathan.lin@l2capm.com


 


in each case, with copies to:


 


White & Case


9th Floor, Central Tower,


28 Queen’s Road Central,


Central, Hong Kong


Attn: Jessica Zhou


Email: jessica.zhou@whitecase.com


 


and


 


Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010-3629


Attn: LCD-IBD


 


and


 


Davis Polk &Wardwell LLP


The Hong Kong Club Building


3A Chater Road


Hong Kong


Attn: James Lin


Email: james.lin@davispolk.com


 


		(f)	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.



 


		(g)	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.



 






    6


     


    

 


		(h)	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.



 


		(i)	Each of the Company and the Trustee hereby
                                            acknowledges and agrees that the Representative on behalf of the Underwriters are third-party
                                            beneficiaries of this Agreement.



 


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



 






    7


     


    

 


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
	 	 
	 	MAGNUM OPUS ACQUISITION LIMITED
	 	 	 
	 	By:	/s/ Hou Pu Jonathan Lin
	 	 	Name: Hou Pu Jonathan Lin 
	 	 	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	 	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 1	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 



 






    


     


    

 


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 & 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 Magnum Opus Acquisition Limited (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of March 23, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with ___________ (the “Target
Business”) to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date
(or such shorter period as you may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds to a segregated
account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Account
will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including
as directed to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)).


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated concurrently
with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the
Company shall deliver to you (a) a certificate of the Chairman of the Board, the Chief Executive Officer, Chief Financial Officer,
President or another authorized officer of the Company, which verifies that the Business Combination has been approved by a vote of the
Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative
with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have
properly exercised their redemption rights and payment of the Deferred Discount directly to the account or accounts directed by the Representative
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms
of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net
of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


In the event that the Business Combination is
not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the
Consummation Date as set forth in such notice as soon thereafter as possible


 






    


     


    

 


	 	Very truly yours,
	 	 
	 	Magnum Opus Acquisition Limited
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:  


 


	Agreed and acknowledged by:	 
	 	 
	Credit Suisse Securities (USA) LLC	 
	 	 	 
	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 & 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 Magnum Opus Acquisition Limited (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of March 23, 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 memorandum
and articles of association, 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 to transfer the total proceeds into a segregated account
held by you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected                 1
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share
of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute
said funds directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the amended and
restated memorandum and articles of association of the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated,
except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Magnum Opus Acquisition Limited
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:   


 


cc: Credit Suisse Securities (USA) 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 & Celeste Gonzalez


 


	 	Re:	Trust Account - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Magnum Opus Acquisition Limited (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of March 23, 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,
	 	 
	 	Magnum Opus Acquisition Limited
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:  


 


cc: Credit Suisse Securities (USA) 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 & Celeste Gonzalez


 


	 	Re:	Trust Account Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Magnum Opus Acquisition Limited (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of March 23, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $            
of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of
the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public
Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to
approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance
or timing of the Company’s obligation to allow redemption in connection with our initial business combination or to redeem 100%
of its public Ordinary Shares if the Company has not consummated an initial Business Combination within such time as is described in
the Company’s amended and restated memorandum and articles of association or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	Magnum Opus Acquisition Limited
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 


cc: Credit Suisse Securities (USA)
LLC


 






    2