Exhibit 10.2


 


FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of [       ], 2021 by and between Motive Capital Corp II, a Cayman Islands exempted company (the
 “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-[       ] (the “Registration Statement”) and prospectus (the “Prospectus”) for the
initial public offering of the Company’s units (the “Units”), each of which consists of one 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 entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as the “Offering”),
has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting
Agreement (the “Underwriting Agreement”) with UBS Securities LLC and J.P. Morgan Securities LLC, as representatives (the “Representatives”)
to the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described in the Prospectus, $255,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or up to
$293,250,000 if the Underwriters’ 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 will be referred to as the “Public Shareholders,” and
the Public Shareholders 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 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:


 


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 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 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 while account funds
are invested or uninvested 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 Representative 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 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 income taxes (which interest
shall be net of taxes payable 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 after the closing of the
Offering, (2) 24 months after the closing of the Offering if such time period is extended in accordance with the provisions of the
Company’s amended and restated memorandum and articles of association (the “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 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 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 (which interest shall be net of taxes payable and 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;


 


(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 so long as there is no reduction in the principal amount per share
initially deposited in the Trust Account (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;


 






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(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 “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 Amended
and Restated Memorandum and Articles of Association; and


 


(l)            Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


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


 


(a)            Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or
other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j) or (k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b)            Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all 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 such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)            Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing
fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not
be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 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 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 shareholder meeting verifying the vote of such shareholders
regarding such Business Combination;


 


(e)            Provide
the Underwriters 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;


 


(f)            Unless
otherwise agreed between the Company and the Underwriters, 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 Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any
other person;


 


(g)            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;


 






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(h)            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 allow redemptions 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 shareholders’ rights or pre-initial Business Combination activity
(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


 


(i)            Within
five (5) business days after the Underwriters exercise their 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:


 


(a)            Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b)            Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any
third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)            Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received written instructions from the Company given as provided herein
to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


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


 


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


 


(f)            Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)            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;


 


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


 


(i)            Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(j)            File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 






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(k)            Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, income
tax obligations, except pursuant to Section 1(j) hereof;


 


(l)            Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or
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, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the
Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms
of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited
to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b)            At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


6.            Miscellaneous.


 


(a)            The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any error
in the information or transmission of the funds.


 


(b)            This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect
to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 






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(c)            This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote
of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of
the Company, voting together as a single class; provided 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 (x) to modify the substance or
timing of the Company’s obligation to allow redemptions 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 Amended and Restated Memorandum and Articles of Association) or (y) with respect to any other provisions relating to shareholders’
rights or initial pre-Business Combinations activity, this Agreement or any provision hereof may only be changed, amended or modified
(other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d)            The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)            Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic
mail:


 


	 	if to the Trustee, to:
	 	 	 
	 	Continental Stock Transfer & Trust Company
	 	1 State Street, 30th Floor
	 	New York, New York 10004
	 	Attn:	Francis E. Wolf, Jr. & Celeste Gonzalez
	 	Email:	fwolf@continentalstock.com
	 	 	cgonzalez@continentalstock.com
	 	 	 
	 	if to the Company, to:
	 	 	 
	 	Motive Capital Corp II
	 	7 World Trade Center
	 	250 Greenwich Street, Floor 47
	 	New York, New York 10007
	 	Attn:	Kristy Trieste
	 	Email: 	kristy.trieste@motivepartners.com
	 	 	 
	 	in each case, with copies to:
	 	 	 
	 	Gibson, Dunn & Crutcher LLP
	 	811 Main St. Suite 3000
	 	Houston, Texas 77002
	 	Attn: 	Gerald M. Spedale
	 	Email:	gspedale@gibsondunn.com
	 	 	 
	 	and	 
	 	 	 
	 	UBS Securities LLC
	 	[      ]	 
	 	[      ]	 
	 	Attn:	[      ]
	 	 	 
	 	and	 
	 	 	 
	 	Ropes & Gray LLP
	 	1211 Avenue of the Americas
	 	New York, New York 10036
	 	Attn.: 	Paul D. Tropp and Christopher Capuzzi
	 	Email:	paul.tropp@ropegray.com
	 	 	christopher.capuzzi@ropesgray.com



 






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(f)            Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make
any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account
under any circumstance.


 


(g)            This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation
and agreement of such parties and shall not be construed for or against any party hereto.


 


(h)            This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


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


 


(j)            Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 






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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:	 
	 	Title:	 
	 	 	 
	 	MOTIVE CAPITAL CORP II
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 


[Signature Page to Investment Management Trust
Agreement]


 



     


     


    

 


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 & 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 Motive Capital Corp II (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 (the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date
(or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds into the 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 Underwriters (with respect to the Deferred Discount) and the
Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust operating
account at J.P. Morgan Chase Bank, N.A. awaiting distribution, neither the Company nor the Representative will earn any interest or dividends.


 


On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the
Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or other authorized 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) joint written instruction signed by the Company and the Representative 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 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 we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the
Consummation Date as set forth in such notice as soon thereafter as possible.


 






     


     


    

 


	 	Very truly yours,
	 	 
	 	Motive Capital Corp II
	 	 
	 	By:	 
	 	Name:
	 	Title:



 


		cc:	UBS Securities LLC

J.P. Morgan Securities LLC



 









     


     


    




 


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 & 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 Motive Capital Corp II (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 with a Target Business (the “Business Combination”) 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 the trust operating
account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected as the effective date
for the purpose of determining when the Public Shareholders 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 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(j) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Motive Capital Corp II
	 	 
	 	By:	 
	 	Name:
	 	Title:





 


		cc:	UBS Securities LLC

J.P. Morgan Securities LLC



 









     


     


    




 


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 & Celeste Gonzalez


 


Re:     Trust Account
Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Motive Capital Corp II (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), 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. Capitalized terms used but not defined herein shall
have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby
directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating
account at:


 


[WIRE INSTRUCTION INFORMATION]


 





	 	Very truly yours,
	 	 
	 	Motive Capital Corp II
	 	 
	 	By:	 
	 	Name:
	 	Title:


 





		cc:	UBS Securities LLC

J.P. Morgan Securities LLC



 









     


     


    




 


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 & Celeste Gonzalez


 


Re:     Trust Account
Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Motive Capital Corp II (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of [      ], 2021 (the “Trust Agreement”), the Company hereby requests that you deliver
to the Company’s shareholders $        of the principal and interest income earned on the Property as of the date hereof. Capitalized terms
used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust
Agreement, this is to advise you that the Company has sought, and had approved, 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 J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested
redemption of their shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 
	 	Motive Capital Corp II
	 	 
	 	By:	 
	 	Name:
	 	Title:





 


		cc:	UBS Securities LLC

J.P. Morgan Securities LLC