Exhibit 10.2


 


Execution Version


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of December 1, 2020, by and between Rodgers
Silicon Valley Acquisition Corp., a Delaware corporation (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. 333-250042 (the “Registration Statement”) and
prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock,
subject to adjustment (such initial public offering hereinafter referred to as the “Offering”), has been
declared effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated December 1, 2020 (the “Underwriting Agreement”),
with Oppenheimer & Co. Inc., as representative (the “Representative”) of the several underwriters
(the “Underwriters”) named therein;


 


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 Underwriter’s over-allotment option is exercised in full) will be delivered
to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the “Trust
Account”) for the benefit of the Company, the holders of the Common Stock included in the Units issued in the Offering
and the Underwriter as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon)
is referred to herein as the “Property,” the stockholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Stockholders,” and the Public Stockholders, the Company and
the Underwriter will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriter’s over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions (the “Deferred Discount”)
that will be payable by the Company to the Underwriter upon and concurrently with the consummation of the Business Combination
(as defined below); and


 


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


 






     


     


    

 


NOW THEREFORE, IT
IS AGREED:


 


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





 


(a)            Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account, which Trust Account
shall be established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A and at a brokerage institution selected
by the Trustee that is reasonably satisfactory to the Company;


 


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


 


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


 


(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 Underwriters’ 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, and to such other person as the Company may instruct, monthly written statements of the activities of, and amounts
in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i)             Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of
a letter from the Company (“Termination Letter”) in a form substantially similar to that attached
hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief
Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chairman of the
board of directors of the Company (the “Board”) or other authorized officer of the Company, and
complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not
previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to
pay dissolution expenses in the case of a Termination Letter in the form of Exhibit B hereto), only as directed
in the Termination Letter and the other documents referred to therein, or (y) upon the date which is, the later of
(1) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation (the
 “Amended and Restated Certificate of Incorporation”) if a Termination Letter has not been received
by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set
forth in the form of letter attached hereto as Exhibit B and the Property in the Trust Account, including
interest not previously released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the
Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however,
that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B hereto,
or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified
in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve (12) months
following the date the Property has been distributed to the Public Stockholders;


 






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(j)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other
income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method
of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as such distribution
shall not result in a reduction in the principal amount initially deposited in the Trust Account; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company (it being acknowledged and agreed that any such
amount in excess of interest income earned on the Property shall not be payable from the Trust Account). The written request of
the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee
shall have no responsibility to look beyond said request;


 


(k)            Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit D, distribute on behalf of the Company the amount requested by the Company to be used to redeem
shares of Common Stock from Public Stockholders properly submitted for redemption in connection with a stockholder vote to
approve (i) an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of
the ability of Public Stockholders to seek redemption in connection with an initial Business Combination or the
Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial
Business Combination within such time as is described in the Amended and Restated Certificate of Incorporation or
(ii) an amendment with respect to any other provision of the Amended and Restated Certificate of Incorporation relating
to stockholders’ 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


 






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(l)            Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j), (k) or
(l) 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, Executive Vice President, Vice President or Secretary. In addition, except with respect to
its duties under Sections 1(i), 1(j), 1(k) and 1(l) hereof, the Trustee shall be entitled to rely
on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable
care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall
promptly confirm such instructions in writing;


 


(b)            Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b),
it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)            Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is
expressly understood that the Property shall not be used to pay such fees unless and until the closing of the Business
Combination. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the
consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis)
with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other
fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be
provided in Section 2(b) hereof;


 


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


 






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(e)            Provide
the Underwriters’ 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 Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the 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;


 


(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 their over-allotment option in connection with the Offering (or any
unexercised portion thereof) or such over-allotment expires, provide the Trustee with a notice in writing of the total amount of
the Deferred Discount, which shall in no event be less than $7,000,000.


 


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


 


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


 


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


 


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


 


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





 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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





 


5.            Termination.
This Agreement shall terminate as follows:


 


(a)            If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed 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 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, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)            This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject
to section 6(d), this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical
error) by a writing signed by each of the parties hereto.


 





(d)            This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with
the Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation
Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then
outstanding shares of the Common Stock, of the Company voting together as a single class, have voted in favor of such change, amendment
or modification. No such amendment will affect any Public Stockholder who has otherwise properly indicated his election to redeem
his shares of Common Stock in connection with such stockholder vote. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections
referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 






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(e)            The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f)            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company 


1 State Street, 30th Floor 


New York, NY 10004 


Attn: Francis E. Wolf, Jr. and Celeste Gonzales 


Email: fwolf@continentalstock.com 


cgonzalez@continentalstock.com


 


if to the Company, to:


 


Rodgers Silicon Valley Acquisition Corp. 


535 Eastview Way 


Woodside, CA 94062 


Attn: Thurman J. Rodgers, Chief Executive Officer


 


in each case, with copies to:


 


Loeb & Loeb LLP 


345 Park Avenue 


New York, New York 10154 


Attn: Giovanni Caruso, Esq. 


Email: gcaruso@loeb.com


 


and


 


Oppenheimer & Co. Inc. 


580 California Street 


Suite 1950 


San Francisco, CA 94104 


Email: robin.graham@opco.com


 






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and


 


White & Case LLP 


1221 Avenue of the Americas 


New York, NY 10020 


Attn: Jessica Chen, Esq. 


Email: jessica.chen@whitecase.com


 


(g)            Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 


(h)            This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.





 


(i)             This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)             Each
of the Company and the Trustee hereby acknowledges and agrees that the Representative, on behalf of the Underwriters, is a third
party beneficiary of this Agreement.


 


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


 


[Signature Page Follows]


 









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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
	 	 
	 	RODGERS SILICON VALLEY
    ACQUISITION CORP.
	 	 
	 	By 	/s/ Thurman J. Rodgers
	 	 	Name: Thurman J. Rodgers
	 	 	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.	$	$ 4,500
	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/year
	Transaction
    processing fee for disbursements to Company under Sections 1(i), (j), (k) and (l)	Deduction by Trustee from accumulated income following disbursement made to Company under Section 1	$	$250/item
	Paying Agent services as required pursuant to Section 1(i), (j), (k) and (l)	Billed to Company upon delivery of service pursuant to Section 1(i), (j), (k) and (l)	 	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.                Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Rodgers Silicon Valley Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020
(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 forty-eight (48) hours (or such shorter
time as you may agree) in advance of the actual date fixed for the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account on [insert
date], such that, on the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer
to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Underwriter
(with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the Trust Account
awaiting distribution, the Company will not earn any interest or dividends.


 


On the
Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as
directed by the Company (the “Notification”) and (ii) the Company shall deliver to you
(a) a certificate of its Chief Executive Officer (the “Vote Verification Certificate”), which
verifies either that (i) the Business Combination has been approved by a vote of the Company’s stockholders, if a
vote is held or (ii) no vote of the Company’s stockholders for the approval of the Business Combination is
required and none has been held, and (b) a joint written instruction signed by the Company and the Underwriter with
respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to Public Stockholders who
have properly exercised their redemption rights and payment of the Deferred Discount to the Underwriter from the Trust
Account (the “Instruction Letter”). You are hereby directed and authorized to transfer the funds
held in the Trust Account immediately upon your receipt of the Notification, the Vote Verification Certificate and the
Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the
Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after
the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable
unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated.


 






     


     


    

 


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


 


	 	Very truly yours,
	 	 
	 	Rodgers Silicon Valley Acquisition
    Corp.
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:




 


cc:     Oppenheimer &
Co. Inc.


 









     


     


    

 


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


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Rodgers Silicon Valley Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020
(the “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 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 on ____________,
20__ and keep the total proceeds thereof in the Trust Account to await distribution to the Public Stockholders. The Company has
selected _______________ 1 as the effective date for the purpose of determining when the Public Stockholders will
be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate
capacity as Paying Agent, agree to distribute said funds directly to the 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,
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,
	 	 
	 	Rodgers Silicon Valley Acquisition
    Corp.
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 


cc:     Oppenheimer &
Co. Inc.


 





 






1 24 months from the closing of the Offering.


 









     


     


    

 


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.                        Tax
Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Rodgers Silicon Valley Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020
(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,
	 	 
	 	Rodgers Silicon Valley Acquisition
    Corp.
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 


cc:     Oppenheimer &
Co. Inc.


 









     


     


    

 


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.                 Stockholder Redemption
Withdrawal Instruction


 


Gentlemen:


 


Pursuant to Section 1(k) of
the Investment Management Trust Agreement between Rodgers Silicon Valley Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2020
(the “Trust Agreement”), the Company hereby requests that you deliver $_____________ of the principal
and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of Public Stockholders
who have properly elected to have their shares of Common Stock that were sold by the Company in the Offering (the “Public
Shares”) redeemed by the Company as described below. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay the Public Stockholders who have properly elected to have their Public Shares redeemed by the Company in connection
with a stockholder vote to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to modify
the substance or timing of the ability of Public Stockholders to seek redemption in connection with an initial Business Combination
or the Company’s obligation to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s Amended and Restated Certificate of Incorporation or to affect provisions
of the Company’s Amended and Restated Certificate of Incorporation relating to the Company’s pre-initial Business Combination
activity or related stockholder rights. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to a segregated account held by you on behalf of such Public Stockholders.


 





	 	Very truly yours,
	 	 
	 	Rodgers Silicon Valley Acquisition
    Corp.
	 	 
	 	By	 
	 	 	Name:
	 	 	Title:


 


cc:     Oppenheimer &
Co. Inc.