Exhibit 10.2


 


[●], 2020


 


DPCM Capital, Inc.

382 NE 191 Street, #24148


Miami, FL 33179


 


Re:  Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”)
to be entered into by and between DPCM Capital, Inc., a Delaware corporation (the “Company”), and UBS
Securities LLC (the “Underwriter”), relating to an underwritten initial public offering (the “Public
Offering”), of 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to
cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one warrant. Each
whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at
a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement
on Form S-1 and a prospectus (the “Prospectus”), filed by the Company with the U.S. Securities and
Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the New
York Stock Exchange. Certain capitalized terms used herein are defined in paragraph 12 hereof.


 


In order to induce the Company and the Underwriter to enter
into the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, each of CDPM Sponsor Group, LLC, a Delaware limited liability company (the “Sponsor”),
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team or an
advisor to the Company (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


		1.	It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
without the prior consent of the Sponsor. The Sponsor and each Insider agrees that if the Company seeks stockholder approval of
a proposed Business Combination, then in connection with such proposed Business Combination, it, he or she shall (i) vote any shares
of Capital Stock owned by it, him or her in favor of any proposed Business Combination and (ii) not redeem any shares of Common
Stock owned by it, him or her in connection with such stockholder approval. If the Company engages in a tender offer in connection
with any proposed Business Combination, the Sponsor and each Insider agrees that it, he or she will not seek to sell its, his or
her shares of Common Stock to the Company in connection with such tender offer.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
24 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes (less up
to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption
will completely extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation
distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements
of applicable law. The Sponsor and each Insider agrees not to propose any amendment to the Charter (a) to modify the substance
or timing of the Company’s obligation to provide Public Stockholders the right to have their Offering Shares redeemed or
to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period set forth
in the Charter or (b) with respect to any other provisions relating to the rights of Public Stockholders, unless the Company provides
Public Stockholders with the opportunity to redeem their Offering Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Offering
Shares.



 






     


     


    

 


The Sponsor and each Insider acknowledges that it, he
or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the
Company as a result of any liquidation of the Company with respect to the Founder Shares held by it, him or her. The Sponsor and
each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her, if any, any redemption rights
it, he or she may have in connection with the consummation of a Business Combination, including, without limitation, any such rights
available in the context of (i) a stockholder vote to approve such Business Combination, (ii) a stockholder vote to approve an
amendment to the Charter (a) to modify the substance or timing of the Company’s obligation to provide Public Stockholders
the right to have their Offering Shares redeemed or to redeem 100% of the Offering Shares if the Company does not complete a Business
Combination within the time period set forth in the Charter or (b) with respect to any other provisions relating to the rights
of Public Stockholders, or (iii) in the context of a tender offer made by the Company to purchase shares of Common Stock (although
the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect to
any Offering Shares it or they hold if the Company fails to consummate a Business Combination within the time period set forth
in the Charter).


 


		3.	The undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with
a target business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point
of view.



 


		4.	During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
and each Insider shall not, without the prior written consent of the Underwriter, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly,
or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section
16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations
of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock, Founder Shares, Warrants or any securities
convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for,
shares of Common Stock owned by it, him or her, whether any such transaction is to be settled by delivery of such securities, in
cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii). Each of
the Insiders and the Sponsor acknowledges and agrees that, prior to the effective date of any release or waiver, of the restrictions
set forth in this paragraph 4 or paragraph 8 below, the Company may announce the impending release or waiver by press release through
a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted
shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will
not apply if the release or waiver is effected solely to permit a transfer not for consideration and the transferee has agreed
in writing to be bound by the same terms described in this Letter Agreement to the extent and for the duration that such terms
remain in effect at the time of the transfer.



 






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		5.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”), which for purposes of
clarification shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned,
agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including,
but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any
litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party
for services rendered or products sold to the Company or (ii) any prospective target business with which the Company has discussed
entering into a transaction agreement (a “Target”); provided, however, that such indemnification
of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims by a third party
for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a Target
do not reduce the amount of funds in the Trust Account to below (i) $10.00 per Offering Share and or (ii) such lesser amount
per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value
of the trust assets, in each case net of the interest that may be withdrawn to pay the Company’s tax obligations, (y) shall
not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of
the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). In the event that any such executed waiver is deemed to be unenforceable against such third party, the Indemnitor
shall not be responsible to the extent of any liability for such third party claims. The Indemnitor shall have the right to defend
against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15 days following written receipt
of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall undertake such defense.



 


		6.	To the extent that the Underwriter does not exercise its over-allotment option to purchase up to an additional 3,750,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000
minus the number of Units purchased by the Underwriter upon the exercise of their over-allotment option, and (ii) the denominator
of which is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by
the Underwriter so that the Initial Stockholders will own an aggregate of 20% of the Company’s issued and outstanding shares
of Capital Stock after the Public Offering (assuming the Initial Stockholders do not purchase any Units in the Public Offering).



 


		7.	The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriter and the Company would be
                                                              irreparably injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1,
                                                              2, 3, 4, 5, 6, 8(a), 8(b) and 10, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate
                                                              remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other
                                                              remedy that such party may have in law or in equity, in the event of such breach.



 






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		8.	(a)	The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
or (B) subsequent to the Business Combination, (x) if the last reported sale price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination or (y) the
date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities
or other property (the “Founder Shares Lock-up Period”).



 


		(b)	The Sponsor and each Insider agrees that it, he or
she shall not Transfer any Private Placement Warrants (or shares of Common Stock issued or issuable upon the exercise of the Private
Placement Warrants), until 30 days after the completion of the Company’s initial Business Combination (the “Private
Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up Periods”).



 


		(c)	Notwithstanding the provisions set forth in paragraphs
8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and shares of Common Stock issued or issuable upon the
exercise or conversion of the Private Placement Warrants or the Founder Shares and that are held by the Sponsor, any Insider or
any of their permitted transferees (that have complied with this paragraph 8(c)), are permitted (a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the
Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in the case of an individual,
by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, an affiliate of such individual or to a charitable organization; (c) in the case of an individual, by virtue
of the laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant to a qualified
domestic relations order; (e) by private sales or transfers made in connection with the consummation of a Business Combination
at prices no greater than the price at which the securities were originally purchased; (f) in the event of the Company’s
liquidation prior to the completion of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or
the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (h) to the Company for no value for cancellation
in connection with the consummation of an initial Business Combination; or (i) in the event of the Company’s liquidation,
merger, capital stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders
having the right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion
of an initial Business Combination; provided, however, that, in the case of clauses (a) through (e) or (g), these permitted
transferees must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.



 


		9.	Each of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation
by the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity.
In the event of the removal or resignation of an Insider as a director or officer (as applicable), each Insider agrees that he
or she will not, prior to the consummation of the Business Combination, without the prior express written consent of the Company,
(i) use for the benefit of the undersigned or to the detriment of the Company or (ii) disclose to any third party (unless required
by law or governmental authority), any information regarding a potential target of the Company that is not generally known by persons
outside of the Company, the Sponsor, or their respective affiliates. The Sponsor and each Insider represents and warrants that
it, he or she has never been suspended or expelled from membership in any securities or commodities exchange or association or
had a securities or commodities license or registration denied, suspended or revoked. Each Insider’s biographical information
furnished to the Company (including any such information included in the Prospectus) is true and accurate in all material respects
and does not omit any material information with respect to the Insider’s background and contains all of the information required
to be disclosed pursuant to Item 401 of Regulation S-K, promulgated under the Securities Act. Each Insider’s questionnaire
furnished to the Company and the Underwriter is true and accurate in all material respects. Each Insider represents and warrants
that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order
or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently
a defendant in any such criminal proceeding.



 






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		10.	Except as disclosed in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate of the Sponsor or any Insider,
shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan
or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s
initial Business Combination (regardless of the type of transaction that it is), other than the following, none of which will be
made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan
and advances up to an aggregate of $250,000 made to the Company by the Sponsor; payment to the Sponsor for certain office space,
utilities and secretarial and administrative support as may be reasonably required by the Company for a total of $10,000 per month;
reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial Business
Combination, and repayment of loans, if any, and on such terms as to be determined by the Company from time to time, made by the
Sponsor, an affiliate of the Sponsor or certain of the Company’s officers or directors to finance transaction costs in connection
with an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination,
a portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long
as no proceeds from the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants
at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants,
including as to exercise price, exercisability and exercise period.



 


		11.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents
to being named in the Prospectus as an officer and/or director of the Company.



 


		12.	As used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii) “Founder Shares”
shall mean the 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share (up to 937,500 shares
of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised in full or
in part by the Underwriter); (iv) “Initial Stockholders” shall mean the Sponsor and any Insider
that holds Founder Shares; (v) “Private Placement Warrants” shall mean the Warrants to purchase up to
7,000,000 shares of Common Stock of the Company (or 7,750,000 shares of Common Stock if the over-allotment option is exercised
in full by the Underwriter) that the Sponsor has agreed to purchase for an aggregate purchase price of $7,000,000 (or $7,750,000
if the over-allotment option is exercised in full by the Underwriter), or $1.00 per Warrant, in a private placement that shall
occur simultaneously with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean
the holders of securities issued in the Public Offering; (vii) “Trust Account” shall mean the trust account
into which the net proceeds of the Public Offering and certain proceeds from the sale of the Private Placement Warrants shall be
deposited; and (viii) “Transfer” shall mean the (a) sale of, offer to sell, contract or agreement
to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly,
or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position
within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated thereunder
with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any
of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or
(b).



 






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		13.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
and each Insider shall be covered by such policy or policies, as applicable, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.



 


		14.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto.



 


		15.	No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual
and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding
on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		16.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties
hereto any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees.



 


		17.	This Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.



 


		18.	This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		19.	This Letter 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 (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit
to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.



 






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		20.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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 facsimile transmission.



 


		21.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of
the Company; provided that paragraph 5 of this Letter Agreement shall survive such liquidation.



 






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	 	Sincerely,
	 	 	 
	 	CDPM Sponsor Group, LLC
	 	 	 
	 	By:	
	 	 	Name:  Emil Michael
	 	 	Title:    Manager
	 	 	 
	 	 	 
	 	 	Emil Michael
	 	 	 
	 	 	 
	 	 	Ignacio Tzoumas
	 	 	 
	 	 	 
	 	 	Kyle Wood
	 	 	 
	 	 	 
	 	 	Peter Diamandis
	 	 	 
	 	 	 
	 	 	Denmark West
	 	 	 
	 	 	 
	 	 	Desiree Gruber
	 	 	 
	 	 	 
	 	 	[●]


 


[Signature
Page to Letter Agreement]


 









     


     


    

 


	Acknowledged and Agreed:	 
	 	 
	DPCM Capital, Inc.	 
	 	 
	By:	 	 
	 	Name: 	Emil Michael	 
	 	Title:	Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]