Exhibit
10.1


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement is made effective
as of November 2, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”),
by and between Trine II Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental
Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-253232 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering (the “Offering”)
of the Company’s units (the “Units”), each of which consists of one of the Company’s Class A ordinary
shares, par value $0.0001 per share (the “Ordinary Shares”), and one-fourth of one redeemable warrant, each
whole warrant entitling the holder thereof to purchase one Ordinary Share, 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 Morgan Stanley &
Co. LLC, as underwriter named therein (the “Underwriter”);


 


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 Underwriter’s option to purchase additional units 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 Ordinary Shares 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 shareholders for whose benefit the Trustee shall hold the Property
are referred to herein as the “Public Shareholders” and the Public Shareholders and the Company are referred
to herein together as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $12,600,000 (or $14,490,000 if the Underwriter’s option
to purchase additional units is exercised in full) is attributable to deferred underwriting discounts and commissions that will be payable
by the Company to the Underwriter upon 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:


 






     


    2


    

 


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


 


(i)
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) in the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is
reasonably satisfactory to the Company;


 


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


 


(iii)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property only 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 while account funds are invested or invested the Trustee may earn bank credits or other consideration;


 


(iv)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(v)
Promptly notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring
action by the Company;


 


(vi)
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;


 


(vii)
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;


 


(viii)
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;


 



     


    3


    

 





(ix)
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 or
other authorized officer of the Company, and, in the case of the Termination Letter attached hereto as Exhibit A, acknowledged
and agreed to by the Underwriter, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up
to $100,000 of interest 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) eighteen (18) months after the closing of the Offering, (2) such
later date as provided by the Company’s amended and restated memorandum and articles of association and (3) such later date as
may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles
of association, 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 hereto as Exhibit B and the Property
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to
pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record
as of such date. It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited
in the Trust Account;


 


(x)
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 “Tax Payment 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 tax obligation 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, so long as there is no reduction in the principal amount per share initially deposited in the Trust Account; 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 (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); 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 relevant taxing authority for the Company. 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;


 


(xi)
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 “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting
brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public Shareholders
pursuant to the Company’s amended and restated memorandum and articles of association; and


 


(xii)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(ix), (x) or (xi)
above.


 






     


    4


    

 


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


 


(i)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer
or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(ix), (x) or
(xi), 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;


 


(ii)
Subject to Section 4, 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(ii), it shall notify the Company in writing of such claim (an
“Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified
Claim; provided, however, 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;


 


(iii)
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 the Company pursuant to Sections 1(ix) through 1(xi).
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(iii) and
as may be provided in Section 2(ii);


 


(iv)
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share 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 general meeting verifying the vote of such shareholders
regarding such Business Combination;


 






     


    5


    

 


(v)
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;


 


(vi)
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;


 


(vii)
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;


 


(viii)
If the Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance
or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection
with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial
Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders
of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an
“Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution
of funds to Public Shareholders who exercise their redemption option in connection with such Amendment; and


 


(ix)
Within five (5) business days after the Underwriter exercises its option to purchase additional units (or any unexercised portion thereof)
or such option to purchase additional units expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Discount.


 


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


 


(i)
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;


 


(ii)
Take any action with respect to the Property, other than as directed in Section 1, 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;


 


(iii)
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;


 






     


    6


    

 


(iv)
Change the investment of any Property, other than in compliance with Section 1;


 


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


 


(vi)
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;


 


(vii)
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;


 


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


 


(ix)
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;


 


(x)
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;


 


(xi)
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, tax obligations, except pursuant to Section 1(x); or


 


(xii)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(ix),
1(x) or 1(xi).


 






     


    7


    

 


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(ii) or Section 2(iii), 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:


 


(i)
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 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


 


(ii)
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(ix) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall
terminate except with respect to Section 2(ii).


 


6.
Miscellaneous.


 


(i)
The Company and the Trustee each acknowledge that the Trustee shall 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.


 


(ii)
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York. 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.


 






     


    8


    

 


(iii)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(ix), 1(x) and 1(xi) (which sections may not be modified, amended or deleted without the affirmative
vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of
the Company, voting together as a single class; provided, however, that no such amendment will affect any Public Shareholder
who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement to modify
the substance or timing of the Company’s obligation to provide for the redemption of the Public Shares in connection with an initial
Business Combination or an Amendment or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business Combination
within the time frame specified in the Company’s amended and restated memorandum and articles of association), 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.


 


(iv)
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.


 


(v)
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

Attention: Francis Wolf and Celeste Gonzalez


		E-mail:	fwolf@continentalstock.com
	 	 	cgonzalez@continentalstock.com



 


if
to the Company, to:


 


Trine
II Acquisition Corp.

228 Park Avenue S.

Ste 63482

New York, New York 10003

Attention: Pierre M. Henry, Chief Executive Officer


		E-mail:	phenry@trineacquisitioncorp.com



 






     


    9


    

 


in
each case, with copies to:


 


Paul,
Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019

Attention: Raphael M. Russo and Arash Parsi


		E-mail:	rrusso@paulweiss.com

                                            aparsi@paulweiss.com



 


and


 


Morgan
Stanley & Co. LLC


1585
Broadway


New
York, New York 10036


Attention:
Equity Syndicate Desk


 


and


 


Kirkland
& Ellis LLP


601
Lexington Avenue


New
York, New York 10022


Attention:
Christian O. Nagler & Sean T. Wheeler, P.C.


 


(vi)
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.


 


(vii)
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.


 


(viii)
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.


 


(ix)
Each of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third-party beneficiary of this Agreement.


 


(x)
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]


 






     


    10


    

 


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



 


 


	 	TRINE
    II ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Pierre Henry
	 	 	Name:	Pierre
    Henry
	 	 	Title:	Chief
    Executive Officer






 


 


[Signature
Page to Investment Management Trust Agreement—Trine II Acquisition Corp.]


 






     


     


    

 


SCHEDULE
A


 


Trustee’s
Fees


 


	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 the Offering by wire transfer; thereafter on the anniversary of the closing date of the Offering by wire
    transfer or check	 	$	10,000.00	 
	Transaction
    processing fee for disbursements to the Company pursuant to Sections 1(i), (j) and (k)	 	Billed
    by the Trustee to the Company pursuant to Section 1	 	$	250.00	 
	Paying
    Agent services as required pursuant to Sections 1(i) and (k)	 	Billed
    to the Company upon delivery of service pursuant to Sections 1(i) and (k)	 	 	Prevailing rates	 



 






    Sch. A-1


     


    

 


EXHIBIT
A


 


[Letterhead
of the Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                            Account – Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(ix) of the Investment Management Trust Agreement, dated as of November 2, 2021 (as amended, supplemented or otherwise
modified from time to time, the “Trust Agreement”), by and between Trine II Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), this is to advise you that the Company
has entered into an agreement with [insert name] (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 (or such shorter period as you may agree) in advance 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 the liquidation of all of the assets of the Trust
Account and to transfer the proceeds to the 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
shall direct on the Consummation Date (including as directed to it by the 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 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 or the Chief Financial
Officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) a joint written instruction signed by the Company and the Underwriter with respect to the transfer of
the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption
rights and payment of Deferred Discount to the account or accounts directed by 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 the Company has
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(iii) of the Trust
Agreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter
as possible.


 


 


[Signature
page follows]


 






    A-1


     


    

 





	 	Very
    truly yours,
	 	 
	 	TRINE
    II ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:	Pierre
    M. Henry
	 	 	Title:	Chief
    Executive Officer


 


	Agreed
    and acknowledged:	 
	 	 	 
	MORGAN
    STANLEY & CO. LLC	 
	 	 	 
	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

Attention: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                            Account – Termination Letter



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(ix) of the Investment Management Trust Agreement, dated as of November 2, 2021 (as amended, supplemented or otherwise
modified from time to time, the “Trust Agreement”), by and between Trine II Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), this is to advise you that the Company
has been unable to effect a Business Combination with a Target Business within the time frame specified in the Company’s amended
and restated memorandum and articles of association, 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 a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected [insert completion deadline] as the effective date for the purpose of determining when the Public
Shareholders 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 Public Shareholders in accordance with the terms
of the Trust Agreement and the amended and restated memorandum and articles of association 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(ix) of the Trust Agreement.


 


 


*
* * * *


 






    B-1


     


    

 





	 	Very
    truly yours,
	 	 
	 	TRINE
    II ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 


 


		cc:	Morgan
                                            Stanley & Co. LLC



 






    B-2


     


    

 


EXHIBIT
C


 


[Letterhead
of Company] 


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                            Account – Tax Payment Withdrawal Instruction



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(x) of the Investment Management Trust Agreement, dated as of November 2, 2021 (as amended, supplemented or otherwise
modified from time to time, the “Trust Agreement”), by and between Trine II Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), 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]


 


 


*
* * * *


 






    C-1


     


    

 





	 	Very
    truly yours,
	 	 
	 	TRINE
    II ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 


 


		cc:	Morgan
                                            Stanley & Co. LLC



 






    C-2


     


    

 


EXHIBIT
D


 


[Letterhead
of Company] 


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: Francis Wolf and Celeste Gonzalez


 


		Re:	Trust
                                            Account – Redemption Withdrawal Instruction



 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(xi) of the Investment Management Trust Agreement, dated as of November 2, 2021 (as amended, supplemented or otherwise
modified from time to time, the “Trust Agreement”), by and between Trine II Acquisition Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), 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 its Public Shareholders who have properly elected to have their Ordinary Shares redeemed by the Company
in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of
association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right
to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares
if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any
other provision relating to the rights of holders of the Ordinary Shares. As such. 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 trust account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


 


*
* * * *


 






    D-1


     


    

 





	 	Very
    truly yours,
	 	 
	 	TRINE
    II ACQUISITION CORP.
	 	 	 
	 	By:	
	 	 	Name:	 
	 	 	Title:	 


 


		cc:	Morgan
                                            Stanley & Co. LLC



 



    D-2