Exhibit 10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made as of October 14, 2020 by and between Motion
Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-249061 (“Registration Statement”) for
its initial public offering of securities (“IPO”) has been declared effective as of the date hereof (“Effective
Date”) by the Securities and Exchange Commission (capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Registration Statement); and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Barclays Capital
Inc., as representative (the “Representative”) of the several underwriters named therein (the “Underwriters”);
and


 


WHEREAS,
as described in the Registration Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation,
$115,000,000 (or $132,250,000 if the Underwriters’ over-allotment option is exercised in full) of the proceeds from the
IPO and a simultaneous private placement of warrants will be delivered to the Trustee to be deposited and held in a segregated
trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company
and the holders of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”),
issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee (and any income subsequently earned thereon)
is referred to herein as the “Property”; the stockholders for whose benefit the Trustee shall hold the Property
will be referred to as the “Public Stockholders,” and the Public Stockholders and the Company will be referred
to together as the “Beneficiaries”); and


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $4,025,000, or $4,628,750 if the Underwriters’
over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions that may be payable
by the Company to the Underwriters upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


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


 


IT
IS AGREED:


 


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


 


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


 


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


 


(c)
In a timely manner, upon the written instruction of the Company in a form substantially similar to that attached hereto as Exhibit
A, either (a) invest and reinvest the Property in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a
maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds
itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under
the Investment Company Act, which invest only in direct U.S. government treasury obligations or (b) cause the brokerage institution
referred to in 1(a) above to place the Property in a cash demand deposit account; it being understood that unless the Company
instructs the Trustee to do either of the foregoing, the Trust Account will earn no interest while account funds are uninvested
awaiting the Company’s instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;


 






     


     


    

 


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


 


(e)
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company in connection with the Company’s preparation
of its tax returns;


 


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


 


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


 


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


 


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


 


2. Limited
Distributions of Income from Trust Account.


 


(a)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit E, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account
requested by the Company to cover any income or other tax obligation owed by the Company, and, the Company shall forward such
payment to the relevant taxing authority.


 


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


  


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


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by any one of the Company’s authorized officers. In addition,
except with respect to its duties under Sections 1(i), 1(j) and 2(a)  above, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which
it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the
Company shall promptly confirm such instructions in writing;


  






    2


     


    

 


(b)
Subject to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee
from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee
in connection with any claim, potential claim, action, suit, or other proceeding brought against the Trustee which in any way
arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any income earned from investment
of the Property, except for expenses and losses resulting from the Trustee’s fraud, gross negligence or willful misconduct.
Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit, or proceeding,
pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld. The Company
may participate in such action with its own counsel;


 


(c)
Pay the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant
to Section 2(a) as set forth on Schedule A hereto, which fees shall be subject to modification
by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees and further
agreed that any fees remaining owed to the Trustee at the consummation of a business combination (a “Business Combination”)
shall be deducted by the Trustee pursuant to Section 1(i) solely in connection with the consummation of the Business
Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s fee at the consummation of the
IPO and the next annual fee on the anniversary of the Effective Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






    3


     


    

 


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


 


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


 


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


 


(g)
Verify the correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination
consummated by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


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


 


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


 


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


 


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


 


5. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such
Claim solely against the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust
Account.


 


6. Termination.
This Agreement shall terminate as follows:


 


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


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section
1(i) hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 3(b) and Section 5.


 






    4


     


    

 


7. Miscellaneous.


 


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


 


(b)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.


 


(c)
This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original,
and together shall constitute but one instrument.


 


(d)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Except for Sections 1(i), 1(j) and (2) (which sections may not be modified, amended or deleted without the affirmative vote of
sixty five percent (65%) of the then outstanding shares of Common Stock and shares of the Company’s Class B common stock,
par value $0.0001 per share, voting together as a single class; provided that no such amendment will affect any Public Stockholder
who has otherwise properly indicated his, her or its election to redeem his, her or its shares of Common Stock in connection with
a vote sought to amend this Agreement), this Agreement or any provision hereof may only be changed, amended or modified (other
than to correct a typographical error) by a writing signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of the Representative. The Trustee may require from Company
counsel an opinion as to the propriety of any proposed amendment.


 


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


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 


if
to the Company, to:


 


Motion
Acquisition Corp.


c/o
Graubard Miller


405
Lexington Avenue


New
York, New York 10174


Attn:
Michael Burdiek


E-mail:
michaelburdiek@gmail.com


 






    5


     


    

 


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


 


Barclays
Capital Inc.


745
7th Avenue


New
York, New York 10019


Attn:
General Counsel


 


and


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue


New
York, New York 10174


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


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


 


and


Greenberg
Traurig PA


333
S.E. 2nd Avenue


Miami,
FL 33131


Attn:
Alan I. Annex, Esq. and Jason T. Simon, Esq.


 


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


 


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


 


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


 


[Signature
Page Follows]


 




    6


     


    


 


IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 /s/ Francis Wolf
	 	 	Name:
Francis Wolf    
	 	 	Title:
Vice President    
	 	 
	 	MOTION
    ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Michael Burdiek
	 	 	Name:
    Michael Burdiek
	 	 	Title:
    Chief Executive Officer


 


[Signature
Page to Investment Management Trust Agreement]


 




    7


     


    


  


 SCHEDULE
A 


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(j)	 	 	Prevailing rates	 




 






    8


     


    

 


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:	Motion
Acquisition Corp.



 


Mr.
Wolf & Ms. Gonzalez:


 


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


 


Security:
_______________________________________________


 


Security:
_______________________________________________


 


and/or,


 


Qualified
Money Market Fund:


 


Fund
Family: ________________________________________


 


Exact
Fund Name:


 


Ticker:


 


Fund
CUSIP No: ______________________________________


 


ISIN
No: ____________________________________________


 


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


 


	 	Motion Acquisition Corp.
	 	 
	 	By:	 
	 	Name:	        
	 	Title:	 




 







    A-1


     


    


 


EXHIBIT
B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer


&
Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Motion Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of _______, 2020 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement with [__________________] to consummate a business combination (“Business
Combination”) on or about [insert date]. The Company shall notify you at least 72 hours in advance of the
actual date of the consummation of the Business Combination (or such shorter time as you may agree) (“Consummation Date”).
Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments and to transfer
the proceeds to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation Date, all
of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with
respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting
distribution, neither the Company nor the Underwriters will earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has
been consummated or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company and
(ii) the Company shall deliver to you a certificate by the Chief Executive Officer, which verifies the that the Business Combination
has been approved by a vote of the Company’s stockholders if a vote is held and (b) joint written instructions from the
Company and the Representative with respect to the transfer of the funds held in the Trust Account, including payment of the Deferred
Discount from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the counsel’s letter and the Instruction Letter, in
accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and distributed after the Consummation Date to the Company. Upon the distribution
of all the funds in the Trust Account pursuant to the terms hereof, your obligations under the Trust Agreement shall be terminated.


 


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


 


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


 


		cc:	Barclays
Capital Inc.



 




    B-1


     


    


 


EXHIBIT
C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Motion Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of _______, 2020 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Combination within the time frame specified in the Company’s Amended
and Restated Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account and to transfer the total
proceeds of the Trust to the Trust Operating Account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Stockholders.
The Company has selected [____________, 20__] as the effective date for the purpose of determining when the Public Stockholders
will be entitled to receive their share of the liquidation proceeds. It is acknowledged that while the funds are on deposit in
the Trust Operating Account awaiting distribution, the Company will not earn any interest or dividends. You agree to be the Paying
Agent of record and in your separate capacity as Paying Agent, to distribute said funds directly to the Public Stockholders in
accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of the Company. Upon
the distribution of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


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


 


		cc:	Barclays
Capital Inc.



 




    C-1


     


    


 


 EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account Amendment Notification Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


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


 


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


 


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


 


		cc:	Barclays
Capital Inc.



 




    D-1


     


    


 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
Account Withdrawal Instruction Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 2(a) of the Investment Management Trust Agreement between Motion Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of _________, 2020 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof.
The Company needs such funds to pay for its income or other tax obligations.


 


In
accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


 


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


 


		cc:	Barclays
Capital Inc.



 


 


E-1