Exhibit 10.1


 


[          ], 2021


 


Motive Capital Corp II

250 Greenwich Street, 7 World Trade Center, Floor 47

New York, NY 10007


 


		Re:	Initial Public Offering



 


Ladies
and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and
among Motive Capital Corp II, a Cayman Islands exempted company (the “Company”), UBS Securities LLC (the “Representative”)
of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”)
of 25,000,000 of the Company’s units (or up to 28,750,000 of the Company’s units if the Underwriters exercise their option
to purchase additional units) (the “Units”), each comprising of one of the Company’s Class A ordinary shares, par
value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”).
Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units
will be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”). Certain capitalized terms used herein
are defined in paragraph 1 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Motive Capital Funds Sponsor
II, LLC (the “Sponsor”) and each of the undersigned (each, an “Insider” and, collectively, the “Insiders”)
hereby agree with the Company as follows:


 


1.            Definitions.
As used herein, (i) “Business Combination” shall mean a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses or entities; (ii) “Founder Shares” shall
mean the 7,187,500 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation
of the Public Offering; (iii) “Private Placement Warrants” shall mean, collectively, the warrants to purchase
Ordinary Shares of the Company that (a) will be acquired by the Sponsor for an aggregate purchase price of up to $14,000,000
(or up to $15,500,000 if the Underwriters exercise their option to purchase additional Units), or $1.50 per Warrant, in a private
placement that shall close simultaneously with the consummation of the Public Offering (including Ordinary Shares issuable upon
conversion thereof), (b) may be acquired by the Sponsor for an aggregate purchase price of up to $1,500,000, or $1.50 per
Warrant, if the Sponsor elects to convert working capital loans into Warrants and (c) may be acquired by the Sponsor for an
aggregate purchase price of $2,500,000 (or $2,875,000 if the Underwriters exercise their option to purchase additional Units), or
$1.50 per Warrant, if the Sponsor elects to extend the period of time for the Company to complete a Business Combination;
(iv) “Public Shareholders” shall mean the holders of Ordinary Shares included in the Units issued in the Public
Offering; (v) “Public Shares” shall mean the Ordinary Shares included in the Units issued in the Public Offering;
(vi) “Trust Account” shall mean the trust account into which a portion of the net proceeds of the Public Offering
and the sale of the Private Placement Warrants shall be deposited; (vii) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or
agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with
respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934,
as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security,
(b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences
of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or
(c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and
(viii) “Charter” shall mean the Company’s Amended and Restated Memorandum and Articles of Association, as the
same may be amended from time to time.


 






     


     


    

 


2.            Representations
and Warranties.


 


(a)            The
Sponsor and each Insider, with respect to itself, herself or himself, represent and warrant to the Company that it, she or he has the
full right and power, without violating any agreement to which it, she or he is bound (including, without limitation, any non-competition
or non- solicitation agreement with any employer or former employer), to enter into this Letter Agreement, as applicable, and to serve
as an officer of the Company and/or a director on the Company’s Board of Director (the “Board”), as applicable, and
each Insider hereby consents to being named in the Prospectus, road show and any other materials as an officer and/or director of the
Company, as applicable.


 


(b)            Each
Insider represents and warrants, with respect to herself or himself, that such Insider’s biographical information furnished to the
Company (including any such information included in the Prospectus) is true and accurate in all material respects and does not omit any
material information with respect to such Insider’s background. The Insider’s questionnaire furnished to the Company is true
and accurate in all material respects. Each Insider represents and warrants that such Insider is not subject to or a respondent in any
legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice relating
to the offering of securities in any jurisdiction; such Insider has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings
in any securities and such Insider is not currently a defendant in any such criminal proceeding; and such Insider has never been suspended
or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration
denied, suspended or revoked.


 


3.            Business
Combination Vote. It is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed
Business Combination without the prior consent of the Sponsor. The Sponsor and each Insider, with respect to itself or herself or himself,
agrees that if the Company seeks shareholder approval of a proposed initial Business Combination, then in connection with such proposed
initial Business Combination, it, she or he, as applicable, shall vote all Founder Shares and any Public Shares held by it, her or him,
as applicable, in favor of such proposed initial Business Combination (including any proposals recommended by the Board in connection
with such Business Combination) and not redeem any Public Shares held by it, her or him, as applicable, in connection with such shareholder
approval.


 


4.            Failure
to Consummate a Business Combination; Trust Account Waiver.


 


(a)            The
Sponsor and each Insider hereby agree, with respect to itself, herself or himself, that in the event that the Company fails to consummate
its initial Business Combination within the time period set forth in the Charter, the Sponsor and each Insider shall take all reasonable
steps to cause the Company to (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but not more than 10 business days thereafter, redeem 100% of the Public Shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously release to the Company to pay income taxes (which interest shall be net of taxed payable and less up to $100,000 of interest
to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public
Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the
Board, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman
Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. The Sponsor and each
Insider agree not to propose any amendment to the Charter (i) that would modify the substance or timing of the Company’s obligation
to allow redemptions in connection with the Company’s initial Business Combination or the Company’s obligation to redeem 100%
of the Public Shares if it does not complete an initial Business Combination within the time period required by the Charter, or (ii) with
respect to any other provision relating to the rights of Public Shareholders or pre-initial Business Combination activity unless the Company
provides its Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to the Company to pay taxes (which interest shall be net of taxes payable), if any, divided
by the number of then-outstanding Public Shares.


 






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(b)            The
Sponsor and each Insider, with respect to itself, herself or himself, acknowledges that it, she or he has no right, title, interest or
claim of any kind in or to any monies held in the Trust Account as a result of any liquidation of the Company with respect to the Founder
Shares held by it, her or him, if any. The Sponsor and each of the Insiders hereby further waive, with respect to any Founder Shares and
Public Shares held by it, her or him, as applicable, any redemption rights it, she or he may have in connection with the consummation
of a Business Combination, including, without limitation, any such rights available in the context of a shareholder vote to approve such
Business Combination or a shareholder vote to approve an amendment to the Charter (i) that would modify the substance or timing of
the Company’s obligation to allow redemptions in connection with the Company’s initial Business Combination or to redeem 100%
of the Public Shares if it does not complete an initial Business Combination within the time period required by the Charter, or (ii) with
respect to any other provision relating to the rights of Public Shareholders or pre-initial Business Combination activity (although the
Sponsor and the Insiders shall be entitled to liquidation rights with respect to any Public Shares they hold if the Company fails to consummate
a Business Combination within the required time period set forth in the Charter).


 


5.            Lock-up;
Transfer Restrictions.


 


(a)            The
Sponsor and the Insiders agree that they shall not Transfer any Founder Shares (the “Founder Shares Lock-up”) until the earliest
of (A) one year after the completion of an initial Business Combination and (B) the date following the completion of an initial
Business Combination on which the Company completes a liquidation, merger, share exchange or other
similar transaction that results in all of the Company’s shareholders having the right to exchange their Ordinary Shares for cash,
securities or other property (the “Founder Shares Lock-up Period”). Notwithstanding the foregoing, if, subsequent to a Business
Combination, the closing price of the Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,
share consolidations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period commencing
at least 150 days after the Company’s initial Business Combination, the Founder Shares shall be released from the Founder Shares
Lock-up.


 


(b)            The
Sponsor and Insiders agree that they shall not effectuate any Transfer of Private Placement Warrants or Ordinary Shares underlying such
warrants until 30 days after the completion of an initial Business Combination.


 


(c)            Notwithstanding
the provisions set forth in paragraphs 5(a) and (b), Transfers of the Founder Shares, Private Placement Warrants and Ordinary Shares
underlying the Private Placement Warrants are permitted (a) to the Company’s officers or
directors, any affiliate or family member of any of the Company’s officers or directors, any affiliate of the Sponsor or to any
member of the Sponsor or any of their affiliates; (b) in the case of an individual, as a gift to a member of one of the individual’s
immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such
person or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death
of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private sales
or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation of a
Business Combination at prices no greater than the price at which the Ordinary Shares or Warrants were originally purchased; (f) by
virtue of the laws of the Cayman Islands or the Sponsor’s organizational documents upon dissolution of the Sponsor; (g) in
the event of the Company’s liquidation prior to the completion of a Business Combination; or (i) in the event of, subsequent
to the completion of an initial Business Combination, the Company’s completion of a liquidation, merger, share exchange or other
similar transaction which results in all of the Company’s Public Shareholders having the right to exchange their Ordinary Shares
for cash, securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions.


 


(d)            During
the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and each Insider
shall not, without the prior written consent of the Representative, Transfer any Units, Ordinary Shares,
Warrants or any other securities convertible into, or exercisable or exchangeable for, Ordinary Shares held by it, her or him, as applicable,
subject to certain exceptions enumerated in Section [ ] of the Underwriting Agreement.


 


6.            Remedies.
The Sponsor and each of the Insiders hereby agree and acknowledge that (i) each of the Underwriters and the Company would be irreparably
injured in the event of a breach by the Sponsor or such Insider of its, her or his obligations, as applicable under paragraphs 3, 4, 5,
7, 10 and 11, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be
entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event of such breach.


 






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7.            Payments
by the Company. Except as disclosed in the Prospectus, neither the Sponsor nor any affiliate of the Sponsor nor any director or officer
of the Company nor any affiliate of the officers shall receive from the Company any finder’s fee, reimbursement, consulting fee,
monies in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate
the consummation of the Company’s initial Business Combination (regardless of the type of transaction that it is).


 


8.            Director
and Officer Liability Insurance. The Company will maintain an insurance policy or policies providing directors’ and officers’
liability insurance, and the Insiders shall be covered by such policy or policies, in accordance with its or their terms, to the maximum
extent of the coverage available for any of the Company’s directors or officers.


 


9.            Termination.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Founder Shares Lock-up Period and (ii) the
liquidation of the Company.


 


10.            Indemnification.
In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination within
the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and hold harmless the Company
against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses
reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened) to which the Company
may become subject as a result of any claim by (i) any third party for services rendered or products sold to the Company (except
for the Company’s independent auditors) or (ii) a prospective target business with which the Company has entered into a written
letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent necessary to ensure that such claims
by a third party for services rendered or products sold to the Company or a Target do not reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.20 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as
of the date of the liquidation of the Trust Account if less than $10.20 per Public Share due to reductions in the value of the trust assets,
less taxes payable, (y) shall not apply to any claims by a third party or Target who executed a waiver of any and all rights to the
monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Indemnitor
shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15
days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that it shall
undertake such defense.


 


11.            Forfeiture
of Founder Shares. To the extent that the Underwriters do not exercise their option to purchase additional Units within 45 days from
the date of the Prospectus in full or such option is reduced (in each case, as further described in the Prospectus), the Sponsor agrees
to automatically surrender to the Company for no consideration, for cancellation at no cost, an aggregate number of Founder Shares so
that the number of Founder Shares will equal of 20% of the sum of the total number of Ordinary Shares and Founder Shares outstanding at
such time. The Sponsor and Insiders further agree that to the extent that the size of the Public Offering is increased or decreased, the
Company will effect a share capitalization or a share repurchase, as applicable, with respect to the Founder Shares immediately prior
to the consummation of the Public Offering in such amount as to maintain the number of Founder Shares at 20% of the sum of the total number
of Ordinary Shares and Founder Shares outstanding at such time.


 


12.            Entire
Agreement. This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject
matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not
be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written
instrument executed by all parties hereto.


 






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13.            Assignment.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Sponsor, each of
the Insiders and each of their respective successors, heirs, personal representatives and assigns and permitted transferees.


 


14.            Counterparts.
This Letter Agreement may be executed in any number of original or facsimile counterparts, and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


15.            Effect
of Headings. The paragraph headings herein are for convenience only and are not part of this Letter Agreement and shall not affect
the interpretation thereof.


 


16.            Severability.
This Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.            Governing
Law. This Letter 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. The
parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter
Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction
and venue, which jurisdiction and venue shall be exclusive, and (ii) waive any objection to such exclusive jurisdiction and venue
or that such courts represent an inconvenient forum.


 


18.            Notices.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter 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
facsimile transmission.


 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	MOTIVE CAPITAL FUNDS SPONSOR II, LLC
	 	 
	 	By:	 
	 	Name:
	 	Title:




 


[Signature Page to Letter Agreement]


 



    


     


    

 


__________________________________________


 


Rob Heyvaert – Chief Executive Officer, Chairman and Director


Blythe Masters – President


 


Kristy Trieste – Chief Financial Officer
and Director


Jill M. Considine – Director Nominee


Stephen C. Daffron – Director Nominee


Dina Dublon – Director Nominee


Paula Madoff
 – Director Nominee


 


[Signature Page to Letter Agreement]


 









    


     


    

 


	Acknowledged and Agreed:	 
	 	 
	MOTIVE CAPITAL CORP II	 
	 	 
	By:	 	 
	Name:	 
	Title:	 


 


[Signature Page to Letter Agreement]