Exhibit 10.1

   

  

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management Trust Agreement (this “Agreement”) is made effective
      as of [•], 2021 by and between Ross Acquisition 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. 333-252633 (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 BofA Securities, Inc. and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) to the several underwriters (the “Underwriters”) named therein; and

   

  WHEREAS, as described in the Prospectus, $300,000,000 of the gross proceeds of the Offering
      and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $345,000,000 if the Underwriter’s option to purchase additional units is exercised in full) will be delivered to the Trustee to be deposited and held in a
      segregated trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the
      amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the Trustee shall hold the Property 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
      $10,500,000, or $12,075,000 if the Underwriter’s option to purchase additional units is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon the consummation
      of the Business Combination (as defined below) (the “Deferred Discount”); and

   

  WHEREAS, the Company and the Trustee desire to enter into this Agreement to set forth the
      terms and conditions pursuant to which the Trustee shall hold the Property.

   

  NOW THEREFORE, IT IS AGREED:

   

  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 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 President, 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 (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) 24 months after the closing of the Offering and (2) such later date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles
      of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached 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 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;

   

  

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

   

  (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
      President, 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;

  

   

  

  
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  (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 Trustee
      shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust Account. 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 Representative 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 Representative, 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
      Representative on behalf of 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 provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem
      100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case,
      an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders who
      exercise their redemption option in connection with such Amendment; and

   

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

   

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

   

  (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;

   

  

  
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  (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;

   

  (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; or

   

  (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

   

  

  
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  (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.

   

  (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 to modify the substance or timing of the Company’s obligation to provide for the redemption of the Ordinary Shares in connection with an initial Business Combination or an Amendment
      or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association), this Agreement or any provision
      hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.

   

  (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.

   

  

  
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  (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: 
	 	 	 
	 	Ross Acquisition Corp II 
	 	1 Pelican Lane 
	 	Palm Beach, Florida 33480 
	 	Attn:      

          	Wilbur L. Ross, Jr. 

        
	 	Email:    

          	[●] 

        
	 	 	 
	in each case, with copies to: 
	 	 	 
	 	Weil, Gotshal & Manges LLP 
	 	767 Fifth Avenue 
	 	New York, NY 10153 
	 	Attn.:     

          	
          Corey Chivers, Esq. 

          Alexander D. Lynch, Esq. 

          

        
	 	Email:    	
           Corey.Chivers@weil.com

              

          Alex.Lynch@weil.com 

          

        
	 	 	 
	and 
	 	BofA Securities Inc. 
	 	One Bryant Park 
	 	New York, New York 10013 
	 	Attn:       

          	[●] 

        
	 	Email:     

          	[●] 

        
	 	 	 
	and 


   

  

  
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  	 	Credit Suisse Securities (USA) LLC
	 	Eleven Madison Avenue
	 	New York, New York 10010-3629
	 	Attn:	[●]
	 	Email:	[●]
	 	 	 
	and  
	 	 	 
	 	Paul Hastings LLP
	 	515 South Flower Street
	 	Twenty-Fifth Floor
	 	Los Angeles, CA 90071
	 	Attn:	Frank Lopez
	 	 	Jonathan Ko
	 	 	James M. Shea
	 	E-mail:	jonathanko@paulhastings.com
	 	 	franklopez@paulhastings.com
	 	 	jamesshea@paulhastings.com


   

  (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 the Representative
      on behalf 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:	Francis Wolf
	 	Title:	Vice President
	 	 	 
	 	ROSS ACQUISITION CORP II
	 	 	 
	 	By:	 
	 	Name:	Wilbur L. Ross, Jr.
	 	Title:	President and Chief Executive Officer


   

  
     

    
      
 

  

  
   

  SCHEDULE A

   

  	
          Fee Item 

        	
          Time and method of payment 

        	
          Amount 

        
	Initial acceptance fee	Initial closing of IPO by wire transfer	$3,500.00
	Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the
            effective date of the IPO by wire transfer or check	$10,000.00
	Transaction processing fee for disbursements to Company under Sections 1(i),(j), and (k)	Billed by Trustee to Company under Section 1	$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


   

  

  
     

    
      
 

  

  
   

  EXHIBIT A

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, New York 10004 

  Attn: Francis E. Wolf, Jr. & Celeste Gonzalez

   

  Re:      Trust Account No.         Termination

   

  Letter Ladies and Gentlemen:

   

  Pursuant to Section 1(i) of the Investment Management Trust Agreement between Ross
      Acquisition Corp II (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of March [•], 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 Representative (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 of 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.

   

  

  
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  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,
	 	 
	 	Ross Acquisition Corp II
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


   

  
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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 E. Wolf, Jr. & Celeste Gonzalez

   

  Re:     Trust Account No. Termination Letter

   

  Ladies and Gentlemen:

   

  Pursuant to Section 1(i) of the Investment Management Trust Agreement between Ross
      Acquisition Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March [•], 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 on ,                                 20 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,
	 	 
	 	Ross Acquisition Corp II
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


  

  

  	
          cc:

        	
          BofA Securities, Inc.

        
	 	
          Credit Suisse Securities (USA) LLC

        


   

   
  
    14 

    
      
 

  

   

  EXHIBIT C

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, New York 10004 

  Attn: Francis E. Wolf, Jr. & Celeste Gonzalez

   

  Re:      Trust Account No. Tax Payment Withdrawal Instruction

   

  Ladies and Gentlemen:

   

  Pursuant to Section 1(j) of the Investment Management Trust Agreement between Ross
      Acquisition Corp II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of March [•], 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,
	 	 
	 	Ross Acquisition Corp II
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


   

  

  

  	
          cc:

        	
          BofA Securities, Inc.

        
	 	
          Credit Suisse Securities (USA) LLC

        


   

  
    15 

    
      
 

  

  
   

  EXHIBIT D

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, New York 10004 

  Attn: Francis E. Wolf, Jr. & Celeste Gonzalez

   

  Re:        Trust Account No.       Shareholder Redemption Withdrawal Instruction

   

  Ladies and Gentlemen:

   

  Pursuant to Section 1(k) of the Investment Management Trust Agreement between Ross Acquisition Corp II (the “Company”) and Continental Stock
    Transfer & Trust Company (the “Trustee”), dated as of March [•], 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 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,
	 	 
	 	Ross Acquisition Corp II
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


   

  

  

  

  16