Exhibit 10.3

      

       

      

      INVESTMENT MANAGEMENT TRUST AGREEMENT

       

      This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●],
        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 statement on Form S-1, No.
        333-[●] (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, $300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in
        the Underwriting Agreement) (or $345,000,000 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 $10,500,000, or $12,075,000 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 5,333,333 warrants (“Private
          Placement Warrants”) from the Company for an aggregate purchase price of $8,000,000 (and additional amounts of Private Placement Warrants from the
        Company if the underwriters exercise their over-allotment option, up to 5,933,333 Private Placement Warrants for an aggregate purchase price of $8,900,000 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;

       

      
        -2-

        
          


      

      (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 $10,500,000 (or $12,075,000 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:   [__________]

       

      and

       

      UBS Securities LLC

      1285 Avenues of the Americas

      New York, New York 10019

      Attn:   [___________]

       

      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:

            	 
	 	
              Name:

            	 
	 	
              Title:

            	 


       

      

      
        	
                 

              	
                LONGVIEW ACQUISITION CORP.

              
	
                 

              	
                 

              	
                 

              
	
                 

              	
                By:

              	
                 

              
	
                 

              	
                Name:

              	
                 

              
	
                 

              	
                Title:

              	
                 

              


      

       

      

       

      
        
          


      

      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