INVESTMENT MANAGEMENT TRUST AGREEMENT
This Investment Management Trust Agreement (this Agreement) is made effective as of May 25, 2021, by and between Dynamics Special Purpose Corp., a Delaware corporation (the Company), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the Trustee).
WHEREAS, the Companys registration statement on Form S-1, File No. 333-228494 (the Registration Statement) and prospectus (the Prospectus) for the initial public offering of the Companys shares of Class A common stock (the Common Stock), par value $0.0001 per share (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, dated May 25, 2021 (the Underwriting Agreement), with J.P. Morgan Securities LLC as the underwriter (the Underwriter);
WHEREAS, as described in the Prospectus, $200,000,000 of the gross proceeds of the Offering, the sale of the Private Placement Shares (as defined in the Underwriting Agreement) (or $230,000,000, 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, the holders of the shares of Common Stock issued in the Offering (the Public Stockholders) and the Underwriter 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 Public Stockholders, for whose benefit the Trustee shall hold the Property, will be referred to collectively as the Covered Stockholders, and the Covered Stockholders, the Company and the Underwriter will be referred to together as the Beneficiaries);
WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $7,000,000, or $8,050,000 if the Underwriters over-allotment option is exercised in full, is attributable to deferred underwriting discounts and commissions (the Deferred Discount) that will be payable by the Company to the Underwriter upon and concurrently with the consummation of the Business Combination (as defined below); 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, which Trust Account shall be 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) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;