Exhibit 10.2

      

      

    

    

    
      INVESTMENT MANAGEMENT TRUST AGREEMENT

       

      This Investment Management Trust Agreement (this “Agreement”) is
        made effective as of May 20, 2020, by and between Longview Acquisition Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

       

      WHEREAS, the Company’s registration statements on Form S-1, Nos. 333-237960 and 333-238546 (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 redeemable 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; and

       

      WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Cowen and Company, LLC and UBS Securities LLC, as representatives (together, the “Representatives”) of the several underwriters (the “Underwriters”) named
        therein; and

       

      WHEREAS, as described in the Prospectus, $360,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $414,000,000 if the Underwriters’ 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 shares of the 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”); and

       

      WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $12,600,000, or $14,490,000 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, simultaneously with the Offering, the Company’s sponsor will purchase 6,133,333 warrants (“Private Placement Warrants”) from the Company for an aggregate purchase price of $9,200,000 (and additional amounts of Private Placement Warrants from the Company if the
        underwriters exercise their over-allotment option, up to 6,853,333 Private Placement Warrants for an aggregate purchase price of $10,280,000 if the underwriters’ over-allotment option is exercised in full); 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 at a branch office of J.P. Morgan Chase Bank, N.A. (or at
        another U.S chartered commercial bank with consolidated assets of $100 billion or more) located in the United States 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 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; the Trustee may not invest in any other securities or assets, 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 considerations;

       

      (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 Representatives 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 or in connection with the preparation or completion of the audit of the Company’s financial statements by the Company’s auditors;

       

      (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;

       

      
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      (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, 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 earned on the invested 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 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) 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 franchise and income taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B
        hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until 12 months
        following the date the Property has been distributed to the Public Stockholders. It is acknowledged and agreed that there should be no reduction in the principal amount initially deposited in the Trust Account;

       

      (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 (a “Withdrawal Instruction”), 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 franchise or income 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; 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, however, 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 and a written statement from the principal financial
        officer of the Company setting forth the actual amount payable (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 (a “Stockholder Redemption Withdrawal Instruction”), 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 (A) that would modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its public shares of Common Stock if the Company has not
        consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business
        Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and

       

      
        -3-

        
          


      

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

       

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

       

      (a)         Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer or Secretary.
        In addition, except with respect to its duties under Sections 1(i), (j) and (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 documented expenses, including reasonable outside
        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 it is distributed to, or on behalf of, the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
        Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees or charges of the
        Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;

       

      
        -4-

        
          


      

      (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)          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;

       

      (f)          Expressly provide in any Instruction Letter (as defined in Exhibit A) delivered in connection
          with a Termination Letter in a form substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the account or
          accounts directed by the Representatives; and

       

      (g)          Within four (4) business days after the Underwriters’ exercise of 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 $12,600,000 (or $14,490,000 if the Underwriters’ over-allotment option is exercised in full).

       

      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 party under this
        Agreement 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 written 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)         Change the investment of any Property, other than in compliance with Section 1 hereof;

       

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

       

      (f)          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;

       

      
        -5-

        
          


      

      (g)         The Company 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;

       

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

       

      (i)          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;

       

      (j)          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;

       

      (k)          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

       

      (l)          Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
        (j) and (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 (c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the
        Property or any monies in the Trust Account.

       

      5.            Termination. This Agreement shall terminate as follows:

       

      (a)          If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee
        shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has been appointed 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

       

      
        -6-

        
          


      

      (b)         At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in
        accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).

       

      6.           Miscellaneous.

       

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

       

      (b)         This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
        of the substantive laws of another jurisdiction. This Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

       

      (c)         This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j) and 1(k) hereof (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 Class B common stock, par value $0.0001 per share, of the Company, voting together as a
        single class; provided that no such amendment will affect any Public Stockholder who has properly elected to redeem his, her or its shares of Common Stock in connection with a shareholder
          vote 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.

       

      (d)         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.

       

      
        -7-

        
          


      

      (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 or by electronic mail:

       

      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

              
	
                E-mail:

              	
                fwolf@continentalstock.com

              
	 	
                cgonzalez@continentalstock.com

              
	 	 
	
                if to the Company, to:

              
	 
	
                Longview Acquisition Corp.

              
	
                767 Fifth Avenue, 44th Floor

              
	
                New York, NY 10153

              
	
                Attention: Mark Horowitz

              
	
                E-mail:

              	
                mark@glenviewcapital.com

              
	
                in each case, with copies to:

              
	 	 
	
                Ropes & Gray LLP

              
	
                1211 Avenue of the Americas

              
	
                New York, New York 10036

              
	
                Attn:

              	
                Paul D. Tropp, Esq.

              
	 	
                Christopher J. Capuzzi, Esq.

              
	
                E-Mail:

              	
                 paul.tropp@ropesgray.com

              
	 	
                christopher.capuzzi@ropesgray.com

              
	 	 
	
                and

              
	 	 
	
                Cowen and Company, LLC

              
	
                599 Lexington Avenue

              
	
                New York, NY 10022

              
	
                Attn:

              	
                Head of Equity Capital Markets, with a copy to the General Counsel

              
	 	
                Investment Banking

              
	 	 
	
                and

              
	 
	
                UBS Securities LLC

              
	
                1285 Avenues of the Americas

              
	
                New York, New York 10019

              
	
                Attn:

              	
                 Syndicate

              
	 	 
	
                and

              
	 


      

       

      

       

      

      
        -8-

        
          


      

       

      

       

      

      
        	
                Skadden, Arps, Slate, Meagher & Flom LLP

              
	
                300 South Grand Avenue, Suite 3400

              
	
                Los Angeles, California 90071

              
	
                Attn: 

                

              	 Gregg A. Noel, Esq.
	
                

                

              	Michael J. Mies, Esq.
	
                E-mail:

              	
                gregg.noel@skadden.com

              
	 	
                michael.mies@skadden.com

              


      

      

       

      (f)          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.

       

      (g)         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.

       

      (h)         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.

       

      (i)          Each of the Company and the Trustee hereby acknowledges and agrees that the Representatives, on behalf of the Underwriters, are third party beneficiaries of this Agreement.

       

      (j)          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]

       

      

      
        -9-

        
          


      

      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 

            


       

      

      
        	
                 

              	
                LONGVIEW ACQUISITION CORP.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                /s/ Mark Horowitz 

                

              
	
                 

              	
                Name:

              	
                Mark Horowitz 

                

              
	
                 

              	
                Title:

              	
                Chief Financial Officer 

                

              


      

       

      

       

      
        
          


      

      SCHEDULE A

       

      	
              Fee Item

            	 	
              Time and method of payment

            	 	 	
              Amount

            	 
	
              Initial acceptance fee

            	 	
              Initial closing of the Offering by wire transfer

            	 	
              $

            	
              3,500.00

            	 
	
              Annual 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), (j) and (k)

            	 	
              Deduction by Trustee from accumulated income following disbursement made to Company under Section 1

            	 	
              $

            	
              250.00

            	 
	 	 	 	 	 	 	 
	
              Paying Agent services as required pursuant to Section 1(i) and Section 1(k)

            	 	
              Billed to Company upon delivery of service pursuant to Section 1(i) and Section 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 No. [  ] Termination Letter

       

      Dear Mr. Wolf and Ms. Gonzalez:

       

      Pursuant to Section 1(i) of the Investment Management Trust Agreement between Longview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),




        dated as of [__________], 2020 (the “Trust Agreement”), this is to advise you that the Company
        has entered into an agreement with [  ] (the “Target Business”) to consummate a business
        combination with Target Business (the “Business Combination”) on or about [insert date]. The
        Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter time period as you may agree) 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 to transfer the proceeds into the above-referenced 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 and, solely with respect to the
        Deferred Discount, the Representatives, shall direct on the Consummation Date. 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, none of the
        Company or the Representatives 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 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) [an affidavit] [a certificate] of the Chief Executive Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote
        is held and (b) joint written instruction signed by the Company and the Representatives 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 express instructions to pay the Deferred Discount from the Trust Account directly to the account or accounts directed by the Representatives (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.

       

      
        A-1

        
          


      

      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 the notice as soon thereafter as possible.

       

      	 	
              Very truly yours,

            
	 	 
	 	
              Longview Acquisition Corp.

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


       

      
        A-2

        
          


      

      EXHIBIT B

      [Letterhead of Company]

      [Insert date]

       

      Continental Stock Transfer & Trust Company

      1 State Street, 30th Floor

      New York, New York 10004

      Attn: Francis Wolf and Celeste Gonzalez

       

      Re:  Trust Account No. Termination Letter

       

      Dear Mr. Wolf and Ms. Gonzalez:

       

      Pursuant to Section 1(i) of the Investment Management Trust Agreement between Longview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”),




        dated as of [____________], 2020 (the “Trust Agreement”), this is to advise you that the Company
        has not completed 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 to transfer the total proceeds into the trust operating account at J.P. Morgan Chase
        Bank, N.A. to await distribution to the Public Stockholders. The Company has selected [         ] 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 no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account. 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 Amended and Restated Certificate of Incorporation of the Company. Upon the
        distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

       

      

      	 	
              Very truly yours,

            
	 	 
	 	
              Longview Acquisition Corp.

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


       

      
        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 No. Tax Payment Withdrawal Instruction

       

      Dear Mr. Wolf and Ms. Gonzalez]:

       

      Pursuant to Section 1(j) of the Investment Management Trust Agreement between Longview Acquisition Corp. (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), 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. 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,

            
	 	 
	 	
              Longview Acquisition Corp.

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


       

      
        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 No. [●] Stockholder Redemption Withdrawal Instruction

       

      Dear Mr. Wolf and Ms. Gonzalez:

       

      Pursuant to Section 1(k) of the Investment Management Trust Agreement between Longview Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [_____________], 2020 (“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. 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 (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
        Company’s initial Business Combination or to redeem 100% of its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described in the Company’s
        amended and restated certificate of incorporation or (B) with respect to any other provision relating to the rights of holders of the Common Stock or pre-initial Business Combination activity. As such, you are hereby directed and authorized to
        transfer (via wire transfer) such funds promptly upon your receipt of this letter to the redeeming Public Stockholders in accordance with your customary procedures.

       

      

      	 	
              Very truly yours,

            
	 	 
	 	
              Longview Acquisition Corp.

            
	 	 
	 	
              By:

            	 
	 	 	
              Name:

            
	 	 	
              Title:

            


      

      

      

      

    

    D-1