Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of February 25, 2021 by and between Fusion Acquisition
Corp. II, a Delaware corporation (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. 333-252265 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering (the “Offering”) of the
Company’s units (the “Units”), each of which consists of one share of the Company’s Class
A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant,
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 Cantor Fitzgerald &
Co., as representative (the “Representative”) of the several underwriters (the “Underwriters”)
named therein; and


 


WHEREAS, as described
in the Prospectus, $435,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in
the Underwriting Agreement) (or $500,250,000 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 the Common Stock 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 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”);


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $15,225,000, or $18,813,750 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company
to the Underwriters upon and concurrently with 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 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 solely in United States government securities within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in
money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment
Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


  


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


 




     


     


    

 


(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,
President, Executive Vice President, Vice President, Secretary or Chairman of the board of directors of the Company (the “Board”)
or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative,
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 (which interest shall be net of taxes payable and 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
stockholders in accordance with the Company’s third amended and restated certificate of incorporation 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 (which interest shall be net of taxes payable and up to $100,000 of interest
to pay dissolution expenses), shall be distributed to the Public Stockholders of record as of such date;


 


(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 “Stockholder Redemption Withdrawal Instruction”), the Trustee shall distribute on behalf of the Company
the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders properly submitted in
connection with a stockholder vote to approve an amendment to the Company’s third amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of shares of Common Stock included in the Units
sold in the Offering (the “public shares”) if the Company has not consummated an initial Business Combination
within such time as is described in the Company’s third amended and restated certificate of incorporation or with respect
to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity. The written
request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds,
and the Trustee shall have no responsibility to look beyond said request; and


  




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(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 Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under
Sections 1(i), 1(j) and 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;


 


(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(j) 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), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection with
any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock 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 stockholder meeting verifying the vote
of such stockholders 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 Representatives, 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; and


 


(h) Within four (4) 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 of the total amount of the Deferred Discount.


 




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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 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) 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) 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;


 


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


 


(h) 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;


 


(i) 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;


 


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


  


(k) 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.


 




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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 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. 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. Subject to Section 6(d)
hereof, 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) This Agreement or
any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders.
For purposes of this Section 6(d), the “Consent of the Stockholders” means receipt by the Trustee of a certificate
from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record
date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”) (or
any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common
stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change, amendment
or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem his shares
of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing of the Company’s
obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination within the time
frame specified in the Company’s third amended and restated certificate of incorporation. Except for any liability arising
out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification
from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed
amendment in reliance thereon.


 




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(e) 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.


 


(f) 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 Wolf & Celeste Gonzalez
	 	
        Email: fwolf@continentalstock.com

        Email: cgonzalez@continentalstock.com

	 	 
	 	if to the Company, to:
	 	 
	 	
        Fusion Acquisition Corp. II

        667 Madison Avenue, 5th Floor

        New York, NY 10065

	 	
        Attn: John James

        Email: john.james@fusionacq.com

	 	 
	 	in each case, with copies to:
	 	 
	 	White & Case LLP
	 	1221 Avenue of the Americas
	 	New York, New York 10020
	 	Attn: Joel L. Rubinstein
	 	Email: joel.rubinstein@whitecase.com
	 	 
	 	and
	 	 
	 	
        Cantor Fitzgerald & Co.

        499 Park Avenue

        New York, New York 10022

        Attn: General Counsel

        Fax No.: (212) 829-4708

         

        and

         

        Ellenoff Grossman & Schole LLP

        145 Avenue of the Americas

        New York, NY 10105

        Attn.: Douglas S. Ellenoff

        Stuart Neuhauser

        Email: ellenoff@egsllp.com

          sneuhauser@egsllp.com



 




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(g) 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.


 


(h) 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.


 


(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 the Representatives on behalf 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:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title:   Vice President
	 	 
	 	FUSION ACQUISITION CORP. II
	 	 
	 	By:	 /s/ John James
	 	 	Name:  John James
	 	 	Title:    Chief Executive Officer 


 


[Signature Page
to Investment Management Trust Agreement]


 




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SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1 and 2	 	Billed to Company following disbursement made to Company under Section 1 and 2	 	$	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 Fusion Acquisition 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 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 to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters
(with respect to the Deferred Discount)).


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated,
or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer, Co-Executive
Chairman or Vice Chairman, which verifies that the Business Combination has been approved by a vote of the Company’s stockholders,
if a vote is held and (b) a 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 amounts owed to public stockholders who have properly exercised their
redemption rights and payment of the Deferred Discount directly to the account or accounts directed by the Representative 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.


 




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	 	Very truly yours,
	 	 
	 	Fusion Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed and acknowledged by:	 
	 	 
	Cantor Fitzgerald & Co.	 
	 	 
	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 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 Fusion Acquisition 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 Third Amended and Restated Certificate of Incorporation, 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 Operating Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected __________1 as the effective date for the purpose of determining when the
Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent of record
and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Stockholders
in accordance with the terms of the Trust Agreement and the Third Amended and Restated Certificate of Incorporation 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(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Fusion Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc: Cantor Fitzgerald & Co.	 


 


1 24 months from the closing
of the Offering or such later date as may be approved by the Company’s stockholders in accordance with the Company’s
third amended and restated certificate of incorporation.


 




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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 Fusion Acquisition 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,
	 	 
	 	Fusion Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: Cantor Fitzgerald & Co.	 


 




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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 -Stockholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(k) of the Investment Management Trust Agreement between Fusion Acquisition 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 redeeming Public Stockholders of the Company $____
of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf
of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in
connection with a stockholder vote to approve an amendment to the Company’s third amended and restated certificate of incorporation
to modify the substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company
has not consummated an initial Business Combination within such time as is described in the Company’s third amended and restated
certificate of incorporation or with respect to any other material provisions relating to stockholders’ rights or pre-initial
Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	Fusion Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: Cantor Fitzgerald & Co.	 


 


 


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