Exhibit 10.3


 


Execution
Version


 


SPONSOR
LETTER AGREEMENT


 





This
SPONSOR LETTER AGREEMENT (this “Agreement”), dated as of November 19, 2020, is made by and between Longview
Investors LLC, a Delaware Limited Liability Company, a holder of Longview Class B Common Stock and the Other Class B
Stockholders that are signatories hereto (each, the “Longview Shareholder”, and collectively, the “Longview
Shareholders”), Longview Acquisition Corp. (“Longview”) and Butterfly Network, Inc., a Delaware
corporation (the “Company”). The Longview Shareholders, Longview and the Company shall be referred to herein
from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall
have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).


 


WHEREAS,
Longview, the Company and certain other Persons party thereto entered into that certain Business Combination Agreement, dated
as of the date hereof (as it may be amended, restated or otherwise modified from time to time in accordance with its terms, the
 “Business Combination Agreement”); and


 


WHEREAS,
each Longview Shareholder is the record and beneficial owner of the number of shares of Longview Class B Common Stock set
forth on the signature page hereto (together with any other Equity Securities of Longview that the Longview Shareholder holds
of record or beneficially, as of the date of this Agreement, or acquires record or beneficial ownership after the date hereof,
collectively, the “Subject Longview Equity Securities”); and


 


WHEREAS,
the Longview Shareholders acknowledge and agree that the Company would not have entered into and agreed to consummate the transactions
contemplated by the Business Combination Agreement without the Longview Shareholders entering into this Agreement and agreeing
to be bound by the agreements, covenants and obligations contained in this Agreement.


 


NOW,
THEREFORE, in consideration of the premises and the mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as
follows:


 


1.            Agreement
to Vote; Other Covenants.


 


a.        The
Longview Shareholders (severally and not jointly) hereby agree to vote at any meeting of the shareholders of Longview, and in
any action by written resolution of the shareholders of Longview, all of such Longview Shareholders’ Subject Longview Equity
Securities in favor of the Transaction Proposals.


 


b.        The
Longview Shareholders shall be (severally and not jointly) bound by and subject to (i) Sections 5.3(a) (Confidentiality)
and 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply
to the parties to the Business Combination Agreement, as if the Longview Shareholders are directly party thereto, and (ii) the
first sentence of Section 5.6(b) (Exclusive Dealing) of the Business Combination Agreement to the same extent
as such provisions apply to Longview, as if the Longview Shareholders are directly party thereto.


 






     


     


    

 


c.        The
Longview Shareholders hereby (severally and not jointly) waive any adjustment to the conversion ratio set forth in the Governing
Documents of Longview or any other anti-dilution or similar protection with respect to the Longview Class B Common Stock
(whether resulting from the transaction contemplated by the Business Combination Agreement, the Subscription Agreement or otherwise).


 


2.            No
Redemption. The Longview Shareholders (severally and not jointly) hereby agree that they shall not redeem, or submit a request
to Longview’s transfer agent or otherwise exercise any right to redeem, any Subject Longview Equity Securities.


 


3.            Transfer
of Shares. The Longview Shareholders (severally and not jointly) hereby agree not to, directly or indirectly, (i) sell,
assign, transfer (including by operation of law), place a lien on, pledge, dispose of or otherwise encumber any of its Subject
Longview Equity Securities or otherwise agree to do any of the foregoing (each, a “Transfer”), (ii) deposit
any of its Subject Longview Equity Securities into a voting trust or enter into a voting agreement or arrangement or grant any
proxy or power of attorney with respect to any of its Subject Longview Equity Securities that conflicts with any of the covenants
or agreements set forth in this Agreement, (iii) enter into any contract, option or other arrangement or undertaking with
respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition
of any of its Subject Longview Equity Securities, (iv) engage in any hedging or other transaction which is designed to, or
which would (either alone or in connection with one or more events, developments or events (including the satisfaction or waiver
of any conditions precedent)), lead to or result in a sale or disposition of its Subject Longview Equity Securities even if such
Subject Longview Equity Securities would be disposed of by a person other than the Longview Shareholder or (v) take any action
that would have the effect of preventing or materially delaying the performance of its obligations.


 


4.            Longview
Shareholders Representations and Warranties. The Longview Shareholders represent and warrant to the Company (severally and
not jointly each with respect to it/him/her self) as follows:


 


a.        The
Longview Shareholder is, if incorporated, a corporation, limited liability company or other applicable business entity duly organized
or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with
respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction
of formation or organization (as applicable).


 


b.        The
Longview Shareholder has the requisite corporate, limited liability company, legal capacity or other similar power and authority
to execute and deliver this Agreement, to perform its covenants, agreements and obligations hereunder. The execution and delivery
of this Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of the Longview Shareholder
that is not a natural person. This Agreement has been duly and validly executed and delivered by the Longview Shareholder and
constitutes a valid, legal and binding agreement of the Longview Shareholder (assuming that this Agreement is duly authorized,
executed and delivered by the Company), enforceable against the Longview Shareholder in accordance with its terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting generally the enforcement of creditors’
rights and subject to general principles of equity).


 






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5.            Termination.
This Agreement shall automatically terminate, without any notice or other action by any Party, and be void ab initio upon
the earlier of (a) the Effective Time; and (b) the termination of the Business Combination Agreement in accordance with
its terms. Upon termination of this Agreement as provided in the immediately preceding sentence, none of the Parties shall have
any further obligations or Liabilities under, or with respect to, this Agreement. Notwithstanding the foregoing or anything to
the contrary in this Agreement, the termination of this Agreement pursuant to Section 5(b) shall not affect any
Liability on the part of any Party for a willful breach of any covenant or agreement set forth in this Agreement prior to such
termination.


 


6.            No
Third Party Beneficiaries. This Agreement shall be for the sole benefit of the Parties and their respective successors and
permitted assigns and is not intended, nor shall be construed, to give any Person, other than the Parties and their respective
successors and assigns, any legal or equitable right, benefit or remedy of any nature whatsoever by reason of this Agreement.
Nothing in this Agreement, expressed or implied, is intended to or shall constitute the Parties, partners or participants in a
joint venture.


 


7.            Incorporation
by Reference. Sections 8.1 (Non-Survival), 8.2 (Entire Agreement; Assignment), 8.3 (Amendment), 8.5
(Governing Law), 8.7 (Construction; Interpretation), 8.10 (Severability), 8.11 (Counterparts; Electronic
Signatures), 8.15 (Waiver of Jury Trial), 8.16 (Submission to Jurisdiction) and 8.17 (Remedies) of the Business
Combination Agreement are incorporated herein and shall apply to this Agreement mutatis mutandis.


 






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IN
WITNESS WHEREOF, each of the Parties has caused this Agreement to be duly executed on its behalf as of the day and year first
above written.


 





	 	BUTTERFLY NETWORK, INC.
	 	 
	 	By:	/s/ Jonathan M. Rothberg
	 	 	Name: Jonathan M. Rothberg
	 	 	Title: Chairman of the Board
	 	 
	 	LONGVIEW SHAREHOLDER:
	 	 
	 	LONGVIEW INVESTORS LLC
	 	 
	 	By:	/s/ Mark Horowitz
	 	 	Name: Mark Horowitz
	 	 	Title: Authorized Person
	 	 
	 	Longview Class B Common Stock:   10,275,000   
	 	 
	 	LONGVIEW SHAREHOLDER:
	 	 
	 	By:	/s/ Westley Moore
	 	 	Name: Westley Moore
	 	 
	 	Longview Class B Common Stock:  25,000 
	 	 
	 	LONGVIEW SHAREHOLDER:
	 	 
	 	By:	 /s/ Derek Cribbs
	 	 	Name: Derek Cribbs
	 	 
	 	Longview Class B Common Stock:  25,000 
	 	 
	 	LONGVIEW SHAREHOLDER:
	 	 
	 	By:	 /s/ Randy Simpson
	 	 	Name: Randy Simpson
	 	 	 
	 	Longview Class B Common Stock:  25,000