Exhibit 10.1


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
“Agreement”) is made effective as of [●], 2021 by and between Power & Digital Infrastructure Acquisition
II Corp. (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 its 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-half
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 (capitalized terms used herein and not otherwise defined shall have the meanings set forth in
the Registration Statement);


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with Barclays Capital Inc. and BofA Securities, Inc., as underwriters
(the “Underwriters”) in the Offering;


 


WHEREAS, as described in the Registration Statement,
and in accordance with the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended from time to
time (the “Charter”), $252,500,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants
(as defined in the Underwriting Agreement) (or $290,375,000 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 will be 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 $8,750,000, or $10,062,500 if the Underwriters’ option to purchase additional units is exercised
in full, is attributable to deferred underwriting discounts and commissions that may become payable by the Company to the underwriters
upon the completion of an initial business combination (as described in the Prospectus, a “Business Combination”)
(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.


 


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
in the United States at Bank of America, National Association (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;


 






     


     


    

 


(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 consideration;


 


(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 Underwriters 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;


 


(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;


 


(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, Chairman
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 funds held in the Trust Account and not previously released to the Company to pay its tax obligations
(and 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) 18 months (or 21 months or 24 months, as applicable) 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
Charter, 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 earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less
up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Stockholders 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;


 






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(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 “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). 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 to the remitting brokers
on behalf of Public Stockholders redeeming shares of the Common Stock the amount required to pay redeemed shares of Common Stock from
Public Stockholders pursuant to the Company’s Charter; and


 


(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), Section 1(j), or Section
1(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 Chief Executive Officer, Chief Financial Officer,
Chairman or other authorized officer of the Company. In addition, except with respect to its duties under Section 1(i), Section
1(j), or Section 1(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;


 






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(b) Subject
to Section 4 hereof, 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(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 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 the Company pursuant to Section 1(i), Section 1(j)
and Section 1(k) hereof. 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(c) and as may be provided in Section 2(b) hereof;


 


(d) In
connection with any vote of the Company’s stockholders regarding a 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) In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee disbursement
instructions which would be prohibited under this Agreement;


 


(f) Within
five business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing (with a copy to the Underwriters) of the total amount of the Deferred Discount;


 


(g) In
the event the Company is entitled to receive a tax refund on its tax obligation, and promptly after the amount of such refund is determined
on a final basis, provide the Trustee with notice in writing (with a copy to the Underwriters) of the amount of such tax refund; and


 


(h) If
the Company seeks to amend any provisions of its Charter that would affect the substance or timing of the Company’s Public Stockholders’
ability to convert or sell their shares to the Company in connection with a Business Combination or with respect to any other provisions
relating to the rights of holders of the Common Stock, (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 Stockholders who exercise their conversion option in connection with such Amendment.


 






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


 


(a) 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 except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b) 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;


 


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


 


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


 


(e) 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;


 


(f) 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),
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;


 


(g) Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by the Company
or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File
local, state and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee statements
with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on the Property;


 






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(i) Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account, except in accordance with Section 1(j));


 


(j) 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; and


 


(k) Verify
calculations, qualify or otherwise approve Company’s written requests for distributions pursuant to Section 1(i), Section
1(j), or Section 1(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 Section 2(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 during which time the Trustee shall 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 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


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account 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 will
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.


 






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(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), Section 1(j), Section 1(k), and Section 1(l) hereof (which sections may not be modified, amended
or deleted without the affirmative vote of sixty-five percent (65%) or more of the then issued and 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 stockholder vote to amend this Agreement that would affect the substance or timing of the Company’s obligation to redeem 100%
of its Common Stock if the Company does not complete its initial Business Combination within the time frame specified in the Company’s
Charter or with respect to any other provisions relating to the rights of holders of the Common Stock), 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.


 


(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, facsimile
transmission 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 

E-mail: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Power & Digital Infrastructure Acquisition II Corp.


321 North Clark Street, Suite 2440


Chicago, IL 60654


Attn: John P. McGarrity


E-mail: jmcgarrity@xmscapital.com


 






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in either case with a copy to:


 


Kirkland & Ellis LLP


609 Main Street


Houston, Texas 77002


Attn: Debbie P. Yee. P.C. & Lance K. Hancock, Esq.


E-mail: debbie.yee@kirkland.com


E-mail: lance.hancock@kirkland.com


 


and:


 


Barclays Capital Inc.


[●]


[●]


Attn: [●]


Fax: [●]


 


and


 


BofA Securities, Inc.[●]


 


[●]


Attn: [●]


Fax: [●]


 


with a copy to:


 


Vinson & Elkins L.L.P.


1001 Fannin Street


Houston, Texas 77002


Attn: E. Ramey Layne, Esq. & Alan Beck, Esq.


E-mail: rlayne@velaw.com


E-mail: abeck@velaw.com


 






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(f) No
party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the other person or entity.


 


(g) Each
of the Trustee and the Company 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.


 


(h) This
Agreement is the joint product of the Company and the Trustee 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.


 


(i) 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.


 


(j) Each
of the Company and the Trustee hereby acknowledges and agrees that each of the Underwriters is a third party beneficiary of this Agreement.


 


(k) 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]


 




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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: 	Francis Wolf
	 	Title: 	Vice President
	 	 
	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 
	 	By:	
	 	Name: 	John P. McGarrity
	 	Title: 	Secretary



 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount
	Initial acceptance fee	 	Initial closing of 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)	 	Billed to Company following disbursement made to Company under Section 1(i), (j), and (k)	 	$	[250.00]
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates




 






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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 Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez,


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with(“Target Business”) to complete
a business combination with Target Business (the “Business Combination”) on or about. The Company shall
notify you at least seventy-two (72) hours in advance of the actual date of the completion of the Business Combination (the “Completion
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 the Trust Account investments and to transfer the proceeds to the trust operating account
at Bank of America, National Association to the effect that, on the Completion Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct on the Completion Date. It is acknowledged and agreed
that while the funds are on deposit in the trust account awaiting distribution, the Company will not earn any interest or dividends.


 


On the Completion Date (i) counsel for the Company
shall deliver to you written notification that the Business Combination has been completed, (ii) the Company shall deliver to you (a)
a certificate by the Chief Executive Officer, Chief Financial Officer, Chairman or other authorized 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
instructions signed by the Company and the Underwriters with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Discount 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 counsel’s letter and the Instruction
Letter, (x) to the Underwriters in an amount equal to the Deferred Discount as directed by the Underwriters and (y) the remainder 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 Completion
Date without penalty, you will notify the Company 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 Completion Date to the Company. Upon the distribution of all the funds in the Trust
Account pursuant to the terms hereof, the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not
completed on the Completion Date described in the notice thereof and the Company has not notified you on or before the original Completion
Date of a new Completion 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 the Trust Agreement on the business day immediately following the Completion Date as set forth
in the notice.


 


	 	Very truly yours,
	 	 
	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 
	 	By: 	                       
	 	Name: 	John P. McGarrity
	 	Title:	 Secretary



 





		cc:	Barclays Capital Inc.



 


BofA Securities, Inc.


 




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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 Termination Letter



 


Dear Mr. Wolf and Ms. Gonzalez,


 


Pursuant to Section 1(i) of the Investment Management
Trust Agreement between Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a 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 its initial public offering
of securities. 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 the Trust Account investments, and to transfer the total proceeds to the trust operating account
at Bank of America, National Association to await distribution to the Public Stockholders. The Company has selectedas 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 in the trust account, your obligations under the Trust Agreement
shall be terminated.


 





	 	Very truly yours,
	 	 
	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 
	 	By: 	                       
	 	Name: 	John P. McGarrity
	 	Title: 	Secretary


 


		cc:	Barclays Capital Inc.



 


			BofA Securities, Inc.



 




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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 - Tax Payment Withdrawal
Instruction 


 


Dear Mr. Wolf and Ms. Gonzalez,


 


Pursuant to Section 1(j) of the Investment Management
Trust Agreement between Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and Continental Stock Transfer
& Trust Company, dated as of [●], 2021 (the “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.


 


The Company needs such funds to pay its tax obligations.
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,
	 	 
	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 
	 	By: 	                       
	 	Name:	 John P. McGarrity
	 	Title: 	Secretary


 


		cc:	Barclays Capital Inc.



 


			BofA Securities, Inc.



 




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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 - Extension Notification/Redemption Withdrawal Instruction Letter 



 


Dear Mr. Wolf and Ms. Gonzalez,


 


Reference is made to the Investment Management Trust
Agreement between Power & Digital Infrastructure Acquisition II Corp. (the “Company”) and Continental Stock Transfer &
Trust Company, dated as of [●], 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust Agreement,
this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the terms of the Trust Agreement, we hereby
authorize you to liquidate a sufficient portion of the Trust Account and to transfer $of the proceeds of the Trust Account to the
trust operating account at Bank of America, National Association for distribution to the stockholders that have requested conversion of
their shares in connection with such Amendment.


 





	 	Very truly yours,
	 	 
	 	POWER & DIGITAL INFRASTRUCTURE ACQUISITION II CORP.
	 	 
	 	By: 	                       
	 	Name: 	John P. McGarrity
	 	Title: 	Secretary





 


		cc:	Barclays Capital Inc.



 


			BofA Securities, Inc.



 


 


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