Exhibit
10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of October 20, 2020, by and between DPCM Capital, Inc., a Delaware
corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose
trust company (the “Trustee”).


 


WHEREAS, the Company’s registration
statements on Form S-1, File Nos. 333-249274 and 333-249575 (collectively, 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 Class A common stock, par value $0.0001 per share (the “Common
Stock”), and one-third of one warrant, each whole warrant entitling the holder thereof to purchase one share of Common
Stock (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 (the “Underwriting Agreement”) with UBS Securities LLC as the underwriter (the
“Underwriter”);


 


WHEREAS, as described in the Prospectus,
$300,000,000 of the proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $345,000,000, 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 and the holders of the shares of Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the 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”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $10,500,000, or $12,075,000 if the Underwriter’s over-allotment option is exercised in
full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter
upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


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


 


NOW THEREFORE, IT IS AGREED:


 


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


 


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


 


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


 


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


 


(d) Collect
and receive, when due, all principal, 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 Underwriter of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


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


 


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


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer,
President, 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), 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 if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest 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;


 


(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, including any franchise tax obligations, 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,
as applicable; 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 there is no 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, the
Trustee shall 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 in connection with a stockholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation to (i) modify the substance or timing of the
Company’s obligation to provide Public Stockholders the right to have their shares of Common Stock redeemed or to
redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a
Business Combination within the time period set forth in the Company’s amended and restated certificate of
incorporation or (ii) with respect to any other provisions relating to the rights of the Public Stockholders; and


 


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


 






    2 


     


    

 


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) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in
relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given
by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such
instructions in writing;


 


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


 


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


 


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


 


(e) Provide
the Underwriter 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 Underwriter 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
five (5) business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event
be less than $10,500,000.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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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 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 and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b) and Section 4.


 


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. 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
(i) 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 (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock
and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of
such change, amendment or modification, or (ii) the Company’s stockholders of record as of the record date who hold sixty-five
percent (65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share,
of the Company voting together as a single class, have delivered to the Trustee a signed writing approving such change, amendment
or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his, her or its election to redeem
his, her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement, including a corresponding
change to the Company’s amended and restated certificate of incorporation. 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.


 






    5 


     


    

 


(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 Wolf and Celeste Gonzalez



		Email:	fwolf@continentalstock.com



cgonzalez@continentalstock.com


 


if to the Company,
to:


 


DPCM Capital, Inc.

382 NE 191 Street, #24148


Miami, FL 33179


		Attn:	Emil Michael



		Email:	legal@dpcmcapital.com



 


in each case, with
copies to:


 


Greenberg Traurig, P.A.


333 S.E. 2nd Avenue

Miami, FL 33131


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



		Email:	annexa@gtlaw.com



simonj@gtlaw.com


 


and


 


UBS Securities LLC


1285 Avenue of the Americas


New York, NY 10019


		Attn:	Thomas Schadewald



		Email:	thomas.schadewald@ubs.com



 


and


 


Kirkland & Ellis LLP

601 Lexington Avenue

New York, NY 10022


		Attn:	Christian O. Nagler, Esq.



		Email:	cnagler@kirkland.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.


 






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(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 UBS Securities LLC, as Underwriter, 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]


 






    7 


     


    

 


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


 


	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Trustee



 


	 	By: 	 /s/ Francis Wolf
	 	Name:	Francis Wolf
	 	Title:	Vice President



 


	 	DPCM
    Capital, Inc.



 


	 	By:  	/s/ Emil Michael
	 	Name:	Emil Michael
	 	Title:	Chief Executive Officer


 


[Signature
Page to Investment Management Trust Agreement]


 






     


     


    

 


SCHEDULE
A


 


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



 


 






     


     


    

 


EXHIBIT
A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust Account - Termination Letter



 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between DPCM Capital, Inc. (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 the Target Business (the “Business Combination”) on or about
[insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you may agree)
of the actual date of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to
a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Operating Account at JP Morgan Chase Bank, N.A. 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 Underwriter (with respect to the
Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P. Morgan
Chase Bank, N.A. 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 the Chief Executive Officer, which verifies that the Business Combination
has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a written instruction signed by the
Company 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 and the Instruction Letter, in accordance with the terms of the
Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date
without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether such funds should
remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds,
net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under
the Trust Agreement shall be terminated.


 


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


 


	 	Very truly yours,
	 	 
	 	DPCM Capital, Inc.



 


	 	By:	 
	 	Name:
	 	Title:



 


		cc:	UBS Securities LLC






 






    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



 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between DPCM Capital, Inc. (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 did not effect a business combination with a Target Business (the “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 and transfer the total proceeds into a segregated
account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [_________,
20__]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 Company’s Public Stockholders in accordance with the terms of the Trust Agreement and the Company’s amended
and restated certificate of incorporation. 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,
	 	 
	 	DPCM Capital, Inc.



 


	 	By:	 
	 	Name:
	 	Title:






 


		cc:	UBS Securities LLC






 





 






		1	24 months from the closing of the Offering or at a later
date, if extended.



 






    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 - Withdrawal Instruction



 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between DPCM Capital, Inc. (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,
	 	 
	 	DPCM Capital, Inc.



 


	 	By:	 
	 	Name:
	 	Title:



 


		cc:	UBS Securities LLC




 






    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 - Stockholder Redemption Withdrawal
Instruction



 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between DPCM Capital, Inc. (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 redeeming Public Stockholders of the Company $[_____] of the principal and
interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries
for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Stockholders who have properly elected to have their shares of Common Stock 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 (i) modify
the substance or timing of the Company’s obligation to provide Public Stockholders the right to have their shares of Common
Stock redeemed or to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does not
complete a Business Combination within the time period set forth in the Company’s amended and restated certificate of incorporation
or (ii) with respect to any other provisions relating to the rights of the Public Stockholders. As such, you are hereby directed
and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 





	 	Very truly yours,
	 	 
	 	DPCM Capital, Inc.



 


	 	By:	 
	 	Name:
	 	Title:



 


		cc:	UBS Securities LLC




 


 


D-1