Exhibit 10.10


 


 


	From:	Trine II Acquisition Corp.
	 	228 Park Avenue S., Ste 63482
	 	New York, New York 10003
	 	 
	To:	The Subscriber Identified on the Signature Page Hereto
	 	 
	RE:	Securities Purchase Agreement
	 	 
	Date:	



 


 


Ladies and Gentlemen:


 


This agreement (this “Agreement”)
is entered into on the date set forth above by and between the Subscriber signatory hereto (the “Subscriber”) and Trine II
Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts
the offer the Subscriber has made to subscribe for the number of shares (the “Securities”) of Class B ordinary shares, $0.0001
par value per share, of the Company (the “Class B Shares”), specified on the signature page to this Agreement, all of which
are subject to forfeiture by the Subscriber pursuant to Section 3 if the Subscriber’s indication of interest in the initial public
offering (the “IPO”) of units (the “Units”) of the Company, which shall not in the aggregate, when taken together
with the Units purchased by any Attribution Party (as defined herein) of the Subscriber, exceed 9.9% of the Units sold in the IPO (for
the avoidance of doubt, without regard for any Units sold as part of the exercise of the over-allotment option) (the “IPO Purchase
Amount”), is withdrawn or not fulfilled. The Company’s and the Subscriber’s agreements regarding such Securities are
as follows:


 


1. Subscription for Securities.


 


1.1. Subscription for Securities.
The Company hereby agrees to deliver the Securities to the Subscriber, and the Subscriber hereby agrees to subscribe for the Securities
from the Company on the terms and subject to the conditions set forth in this Agreement. The Company shall promptly effect delivery of
the Securities in book-entry form (including by updating its register of members) to the Subscriber immediately prior to the closing of
the IPO. The IPO Purchase Amount and the aggregate amount of Securities subscribed for by the Subscriber, each as set forth on the signature
page to this Agreement, are based on a the assumption that the Company will issue 30.0 million Units in the IPO. To the extent the Company
issues less than 30.0 million Units in the IPO, the IPO Purchase Amount and the aggregate amount of Securities delivered to the Subscriber
shall be decreased proportionately based on the amount of Units issued in the IPO.


 






     


     


    

 


1.2 Limitations on Conversion.
Notwithstanding anything to the contrary in this Agreement or the Company’s amended and restated memorandum and articles of association,
the Company shall not effect the conversion of any Securities into shares of Class A ordinary shares, $0.0001 par value per share, of
the Company (the “Class A Shares”), and the Subscriber shall not have the right to convert any such Securities pursuant to
the terms and conditions of this Agreement or the Company’s amended and restated memorandum and articles of association and any
such conversion shall be null and void and treated as if never made, to the extent that, after giving effect to such conversion, the Subscriber
together with other Attribution Parties collectively would beneficially own in excess of 9.9% (the “Maximum Percentage”) of
the Class A Shares outstanding immediately after giving effect to such conversion. For purposes of the foregoing sentence, the aggregate
number of Class A Shares beneficially owned by the Subscriber and the other Attribution Parties shall include the number of Class A Shares
held by the Subscriber and all other Attribution Parties plus the number of Class A Shares issuable upon conversion of the Securities
with respect to which the determination of such sentence is being made, but shall exclude Class A Shares which would be issuable upon
(A) conversion of the remaining, non-converted Securities beneficially owned by the Subscriber or any of the other Attribution Parties
and (B) exercise or conversion of the unexercised or non-converted portion of any other securities of the Company (including, without
limitation, any warrants) beneficially owned by the Subscriber or any other Attribution Party subject to a limitation on conversion or
exercise analogous to the limitation contained in this Section 1.2. For purposes of this Section 1.2, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of
determining the number of outstanding Class A Shares that the Subscriber may acquire upon the conversion of the Securities without exceeding
the Maximum Percentage, the Subscriber may rely on the number of outstanding Class A Shares as reflected in (x) the Company’s most
recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Securities
and Exchange Commission (the “SEC”), as the case may be, (y) a more recent public announcement by the Company or (z) any other
written notice by the Company or the transfer agent of the Company, if any, setting forth the number of Class A Shares issued and outstanding
(the “Reported Outstanding Share Number”). If the Company receives a request for conversion of the Securities from the Subscriber
(a “Request”) at a time when the actual number of issued and outstanding Class A Shares is less than the Reported Outstanding
Share Number, the Company shall notify the Subscriber in writing of the number of Class A Shares then outstanding and, to the extent that
such Request would otherwise cause the Subscriber’s beneficial ownership, as determined pursuant to this Section 1.2, to exceed
the Maximum Percentage, the Subscriber must notify the Company of a reduced number of Class A Shares to be delivered pursuant to such
Request. For any reason at any time, upon the written or oral request of the Subscriber, the Company shall within one (1) business day
confirm orally and in writing or by electronic mail to the Subscriber the number of Class A Shares then outstanding. In any case, the
number of outstanding Class A Shares shall be determined after giving effect to the conversion or exercise of securities of the Company
by the Subscriber and any other Attribution Party since the date as of which the Reported Outstanding Share Number was reported. In the
event that the issuance of Class A Shares to the Subscriber upon conversion of the Securities results in the Subscriber and the other
Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage of the number of outstanding
Class A Shares (as determined under Section 13(d) of the Exchange Act), the number of shares so issued by which the Subscriber’s
and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage (the “Excess Shares”)
shall be deemed null and void and shall be cancelled ab initio, and the Subscriber shall not have the power to vote or to transfer the
Excess Shares. Upon delivery of a written notice to the Company, the Subscriber may from time to time increase (with such increase not
effective until the sixty-first (61st) day after delivery of such notice) or decrease the Maximum Percentage of the Subscriber to any
other percentage not in excess of 9.9% as specified in such notice; provided, however, that any such increase in the Maximum Percentage
will not be effective until the sixty-first (61st) day after such notice is delivered to the Company. For clarity, the Class A Shares
issuable to the Subscriber upon conversion of the Securities in excess of the Maximum Percentage shall not be deemed to be beneficially
owned by the Subscriber for any purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the Exchange Act. For the purposes
of this Agreement, “Attribution Parties” shall mean, collectively, the following persons and entities: (i) any investment
vehicle, including, any funds, feeder funds or managed accounts, currently, or from time to time after the issue date of the Securities,
directly or indirectly managed or advised by the Subscriber’s investment manager or any of its affiliates or principals; (ii) any
direct or indirect affiliates of the Subscriber or any of the foregoing; (iii) any Person acting or who could be deemed to be acting as
a “group” (as such term is used Section 13(d) of the Exchange Act and as defined in Rule 13d-5 thereunder) together with the
Subscriber or any of the foregoing; and (iv) any other persons whose beneficial ownership of the Class A Shares would or could be aggregated
with the Subscriber’s and the other Attribution Parties for purposes of Section 13(d) of the Exchange Act. For clarity, the purpose
of the foregoing is to subject collectively the Subscriber and all other Attribution Parties to the Maximum Percentage.


 






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2. Representations, Warranties
and Agreements.


 


2.1. Subscriber’s Representations,
Warranties and Agreements. To induce the Company to deliver the Securities to the Subscriber, the Subscriber hereby represents and warrants
to the Company and agrees with the Company as follows:


 


2.1.1. No Government Recommendation
or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation or endorsement of the
offering of the Securities.


 


2.1.2. No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) the formation and governing documents of the Subscriber, (ii) any agreement, indenture
or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject, or
any agreement, order, judgment or decree to which the Subscriber is subject, except in the case of clauses (ii) and (iii), that would
not reasonably be expected to prevent the Subscriber from fulfilling its obligations under this Agreement.


 


2.1.3. Organization and Authority.
The Subscriber is validly existing and in good standing under the laws of its jurisdiction of formation and possesses all requisite power
and authority necessary to carry out the transactions contemplated by this Agreement. Upon execution and delivery by the Subscriber and
the other parties hereto, this Agreement is a legal, valid and binding agreement of the Subscriber, enforceable against the Subscriber
in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance
or similar laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity (regardless
of whether enforcement is sought in a proceeding at law or in equity).


 


2.1.4. Experience, Financial
Capability and Suitability, No Reg D Disqualification. The Subscriber is (i) sophisticated in financial matters and is able to evaluate
the risks and benefits of the investment in the Securities and (ii) able to bear the economic risk of its investment in the Securities
for an indefinite period of time because the Securities have not been registered under the Securities Act (as defined below) and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber
is capable of evaluating the merits and risks of its investment in the Company and has the capacity to protect its own interests. The
Subscriber must bear the economic risk of this investment until the Securities are sold pursuant to (i) an effective registration statement
under the Securities Act or (ii) an exemption from registration available with respect to such sale. The Subscriber is able to bear the
economic risks of an investment in the Securities and to afford a complete loss of the Subscriber’s investment in the Securities.
The Subscriber is not subject to any “bad actor” disqualification under Rule 506(d) of Regulation D under the Securities Act
of 1933, as amended (the “Securities Act”).


 


2.1.5. Access to Information;
Independent Investigation. Prior to the execution of this Agreement, the Subscriber has had the opportunity to ask questions of and receive
answers from representatives of the Company concerning an investment in the Company, as well as the finances, operations, business and
prospects of the Company, and the opportunity to obtain additional information to verify the accuracy of all information so obtained.
In determining whether to make this investment, the Subscriber has relied solely on the Subscriber’s own knowledge and understanding
of the Company and its business based upon the Subscriber’s own due diligence investigation and the information furnished pursuant
to this paragraph or as described in this paragraph. The Subscriber understands that no person has been authorized to give any information
or to make any representations which were not furnished pursuant to or as described in this Section 2 and the Subscriber has not relied
on any other representations or information in making its investment decision, whether written or oral, relating to the Company, its operations
and/or its prospects.


 






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2.1.6. Accredited Investor.
The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D under
the Securities Act and acknowledges the sale contemplated hereby is being made in reliance on a private placement exemption under the
Securities Act only to persons who are to “accredited investors” within the meaning of Section 501(a) of Regulation D under
the Securities Act or similar exemptions under state law.


 


2.1.7. Investment Purposes.
The Subscriber is subscribing for the Securities solely for investment purposes, for the Subscriber’s own account and not for the
account or benefit of any other person, and not with a view towards the distribution or dissemination thereof. The Subscriber did not
decide to enter into this Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502 under
the Securities Act.


 


2.1.8. Restrictions on Transfer;
Shell Company. The Subscriber understands the Securities are being offered in a transaction not involving a public offering within the
meaning of the Securities Act. The Subscriber understands the Securities will be “restricted securities” within the meaning
of Rule 144(a)(3) under the Securities Act, and the Subscriber understands that the certificates or book-entries representing the Securities
will contain a legend in respect of such restrictions. If in the future the Subscriber decides to offer, resell, pledge or otherwise transfer
the Securities, the Securities may be offered, resold, pledged or otherwise transferred only pursuant to (i) registration under the Securities
Act or (ii) an available exemption from registration. The Subscriber agrees that if any transfer of the Securities or any interest therein
is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required to deliver to the Company customary
representations reasonably satisfactory to the Company. Absent registration or another available exemption from registration, the Subscriber
agrees not to resell the Securities. The Subscriber further acknowledges that because the Company is a shell company, Rule 144 may not
be available to the Subscriber for the resale of the Securities until one year has elapsed from the time that the Company has filed current
Form 10-type information with the SEC reflecting its status as an entity that is not a shell company, despite technical compliance with
the requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.1.9. No Consents. No governmental,
administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Subscriber in connection
with the transactions contemplated by this Agreement.


 


2.1.10 Sanctions. The Subscriber
is not, and is not owned or controlled by or acting on behalf of a Sanctioned Person (as defined below). The Subscriber is not a non-U.S.
shell bank or providing banking services to a non-U.S. shell bank. The Subscriber represents that if it is a financial institution subject
to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively,
the “BSA/PATRIOT Act”), that the Subscriber maintains, either directly or through the use of a third-party administrator,
policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. The Subscriber also represents
that it maintains, either directly or through the use of a third-party administrator, policies and procedures reasonably designed for
the screening of any investors against Sanctions-related lists of blocked or restricted persons. For purposes of this Agreement, “Sanctioned
Person” means at any time any person or entity: (a) listed on any Sanctions-related list of designated or blocked or restricted
persons; (b) that is a national of, the government of, or any agency or instrumentality of the government of, or resident in, or organized
under the laws of, a country or territory that is the target of comprehensive Sanctions from time to time (as of the date of this Agreement,
Cuba, Iran, North Korea, Syria, and the Crimea region); or (c) owned or controlled by or acting on behalf of any of the foregoing. “Sanctions”
means those trade, economic and financial sanctions laws, regulations, embargoes, and restrictive measures (in each case having the force
of law) administered, enacted or enforced from time to time by (a) the United States (including without limitation the U.S. Department
of the Treasury, Office of Foreign Assets Control, the U.S. Department of State, and the U.S. Department of Commerce), (b) the European
Union and enforced by its member states, (c) the United Nations, (d) Her Majesty’s Treasury and (e) the Cayman Islands.


 






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2.1.11 CFIUS. No foreign person
(as defined in 31 C.F.R. Part 800.224) in which the national or subnational governments of a single foreign state have a substantial interest
(as defined in 31 C.F.R. Part 800.244) will acquire a substantial interest in the Company as a result of the delivery of of Securities
hereunder such that a declaration to the Committee on Foreign Investment in the United States would be mandatory under 31 C.F.R. Part
800.401, and no foreign person will have control (as defined in 31 C.F.R. Part 800.208) over the Company as a result of the delivery of
the Securities hereunder.


 


2.1.12 ERISA. If the Subscriber
is an employee benefit plan that is subject to Title I of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”),
a plan, an individual retirement account or other arrangement that is subject to section 4975 of the Internal Revenue Code of 1986, as
amended (the “Code”) or an employee benefit plan that is a governmental plan (as defined in section 3(32) of ERISA), a church
plan (as defined in section 3(33) of ERISA), a non-U.S. plan (as described in section 4(b)(4) of ERISA) or other plan that is not subject
to the foregoing but may be subject to provisions under any other federal, state, local, non-U.S. or other laws or regulations that are
similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets”
of any such plan, account or arrangement (each, a “Plan”) subject to the fiduciary or prohibited Transactions provisions of
ERISA or section 4975 of the Code, then the Subscriber represents and warrants that (i) neither the Company, nor any of its respective
affiliates (the “Transactions Parties”) has acted as the Plan’s fiduciary, or has been relied on for advice, with respect
to its decision to acquire and hold the Securities, and none of the Transactions Parties shall at any time be relied upon as the Plan’s
fiduciary with respect to any decision to acquire, continue to hold or transfer the Securities and (ii) none of the acquisition, holding
and/or transfer or disposition of the Securities will result in a non-exempt prohibited Transactions under ERISA or Section 4975 of the
Code or any similar law or regulation.


 


2.2. Company’s Representations,
Warranties and Agreements. To induce the Subscriber to subscribe for the Securities, the Company hereby represents and warrants to the
Subscriber and agrees with the Subscriber as follows:


 


2.2.1. Organization and Corporate
Power. The Company is a Cayman Islands exempted company and is qualified to do business in every jurisdiction in which the failure to
so qualify would reasonably be expected to have a material adverse effect on the financial condition, operating results or assets of the
Company. The Company possesses all requisite corporate power and authority necessary to enter into this Agreement and to carry out the
transactions contemplated by this Agreement. Upon execution and delivery by the Company and the other parties hereto, this Agreement is
a legal, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such enforceability
may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors’
rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in
equity).


 


2.2.2. No Conflicts. The execution,
delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated hereby do not violate,
conflict with or constitute a default under (i) the certificate of incorporation or bylaws of the Company, (ii) any agreement, indenture
or instrument to which the Company is a party or by which the Securities are bound or (iii) any law, statute, rule or regulation to which
the Company is or the Securities are subject, or any agreement, order, judgment or decree to which the Company is or the Securities are
subject.


 






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2.2.3. No Adverse Actions. There
are no actions, suits, investigations or proceedings pending, threatened against or affecting the Company or the Securities which: (i)
seek to restrain, enjoin, prevent the consummation of or otherwise affect the transactions contemplated by this Agreement or (ii) question
the validity or legality of any transactions or seeks to recover damages or to obtain other relief in connection with any transactions.


 


2.2.4. No Consents. No governmental,
administrative or other third party consents or approvals are required, necessary or appropriate on the part of the Company in connection
with the transactions contemplated by this Agreement.


 


2.2.5. [Reserved].


 


2.2.6 Non-Public Information.
The Company represents and warrants that none of the information conveyed to the Subscriber in connection with the transactions contemplated
by this Agreement will constitute material non-public information of the Company upon the effectiveness of the Registration Statement
on Form S-1 to be filed by the Company in connection with its IPO (the “Registration Statement”).


 


2.2.7 Validity of the Securities.
Upon delivery in accordance with, and payment pursuant to, the terms hereof, the Securities will be duly and validly issued, fully paid
and non-assessable.


 


2.2.8 Title to the Securities.
Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Securities,
free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements
to which the Securities may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal
and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.


 


2.2.9 MFN. Substantially concurrently
with the execution of this Agreement, the Company is entering into separate agreements with other “anchor investors” in respect
of the IPO. The Company represents that the material terms of such other agreements are no more favorable to such other “anchor
investors” thereunder than the terms of this Agreement. For the avoidance of doubt, if any other “anchor investor” has
an ability to subscribe for more Securities than the Subscriber as set forth on the signature page hereto, then such other “anchor
investor” shall be considered to have more favorable material terms than the Subscriber. In the case that another “anchor
investor” is afforded any such more favorable terms than the Subscriber, the Company shall immediately so inform the Subscriber
of such more favorable terms, and the Subscriber shall have the right to elect to have such more favorable terms, in which case the parties
hereto shall promptly amend this Agreement to effect the same. Notwithstanding the foregoing, this provision does not apply to any investor
that participates in the at-risk capital of the Company via a meaningful investment or enters into a formal forward purchase agreement
in connection with a private investment in public equity in support of the Company’s business combination.


 






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3. Forfeiture of Securities;
Vesting.


 


3.1. In the event the Subscriber
purchases less than the IPO Purchase Amount solely due to the fact that the number of the Units sold in the IPO is reduced and/or the
underwriter[s] of the IPO allocate[s] less Units to the Subscriber than the Subscriber IPO Purchase Amount (the “Alternate IPO Purchase
Amount”), then, if the Subscriber purchases the Alternate IPO Purchase Amount, the Subscriber shall still be entitled to retain
the full allocation of Securities as set forth on the signature page hereto. If the Subscriber fails to purchase its allocation of Units,
which at no point shall in the aggregate, when taken together with Units purchased by any Attribution Party of the Subscriber, be higher
than 9.9% of the Units sold in the IPO (for the avoidance of doubt, without regard for any Units sold as part of the exercise of the over-allotment
option), it shall not be entitled to retain the Securities and any Securities previously delivered shall be returned and forfeited. For
the avoidance of doubt, the Subscriber will not be required to participate in the overallotment option nor any upsizing of the IPO without
first having the opportunity to acquire additional Securities in a manner proportional to any increase in the IPO Purchase Amount at the
same price per Securities as detailed in the signature page attached hereto. Notwithstanding the foregoing, the Subscriber acknowledges
that the Company and its sponsor may deem it necessary in order to facilitate a business combination for the Company or the sponsor to
forfeit, transfer, exchange or amend the terms, or cause the forfeiture, transfer, exchange or amendment of the terms, of all or any portion
of the Class B Shares or to enter into any other arrangements with respect to the Class B Shares to facilitate the consummation of such
business combination, including voting in favor of any amendment to the terms of the Class B Shares (a “Change in Investment”).
The Company acknowledges and agrees that any such Change in Investment shall not apply to the Securities.


 


3.2. Termination of Rights as
Stockholder. If any of the Securities are forfeited in accordance with this Section 3, then after such time the Subscriber (or successor
in interest), shall no longer have any rights as a holder of such forfeited Securities. For the avoidance of doubt, the Securities directly
or indirectly owned by the Subscriber shall not be subject to forfeitures (except as described in Section 3.1 above and Section 3.4 below),
surrenders, reductions, mandatory repurchases, redemptions, modifications, cut-backs, claw-backs, transfers, disposals, exchanges or share
price vesting triggers commonly known as “earn-outs” for any reason, including as part of negotiating an initial business
combination.


 


3.3. Adjustments. In the event
of any adjustment in the number of Securities is required pursuant to this Section 3, the book-entry records for such Securities shall
be reduced accordingly. If the Securities are required to be issued in certificated form (such certificates hereinafter referred to as
the “Original Certificates”) an adjustment to the Original Certificates, if any, is required pursuant to this Section 3, then
the Subscriber shall return such Original Certificates to the Company or its designated agent as soon as practicable upon its receipt
of notice from the Company advising the Subscriber of such adjustment, following which a new certificate (the “New Certificate”),
if any, shall be issued in such amount representing the adjusted number of the Securities held by the Subscriber. The New Certificate,
if any, shall be returned to the Subscriber as soon as practicable. Any such adjustment for any uncertificated shares held by the Subscriber
shall be made in book-entry form.


 


3.4. Vesting. In the event that
the Subscriber redeems, sells or otherwise disposes of any Units or Class A Shares prior to the completion of the business combination
and does not hold an aggregate amount of Units or Class A Shares at the completion of the business combination equal to or exceeding the
IPO Purchase Amount, the Subscriber shall return and forfeit an amount of Securities equal to (i) 50% of the Securities subscribed for
by the Subscriber multiplied by (ii) the quotient of (x) the difference between the IPO Purchase Amount and the aggregate amount of Units
or Class A Shares held by the Subscriber at the completion of the business combination and (y) the IPO Purchase Amount.


 






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4. Waiver of Liquidation Distributions;
Redemption Rights. In connection with the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right,
title, interest or claim of any kind in or to any distributions by the Company from the trust account which will be established for the
benefit of the Company’s public stockholders and into which substantially all of the proceeds of the IPO will be deposited (the
“Trust Account”) in the event of a liquidation of the Company upon the Company’s failure to timely complete an initial
business combination. Further, in no event will the Subscriber have the right to redeem any Securities into funds held in the Trust Account
in connection with an initial business combination. For clarity, the Subscriber is not waiving any redemption right or claim to funds
held in the trust account for Class A Shares or Units purchased in the IPO or aftermarket (including the IPO Purchase Amount). In the
event the Subscriber purchases Class A Shares or Units in the IPO or in the aftermarket (including the IPO Purchase Amount), any Class
A Shares or Units so purchased shall be eligible to receive any liquidating distributions by the Company and will have the right to redeem
or tender any such Class A Shares into funds held in the Trust Account upon the successful completion of an initial business combination,
or any other event that affords public stockholders the right to redeem, and any such redemption shall not result in the forfeiture of
any of the Securities (except as set forth in Section 3.4).


 


5. Restrictions on Transfer.


 


5.1. Securities Law Restrictions.
The Subscriber agrees not to sell, transfer, pledge (other than pledges in the ordinary course of business as part of a prime brokerage
arrangement; provided, however, that such pledge does not violate the Securities Act and is otherwise in compliance with the Lock-up (as
defined below)), hypothecate or otherwise dispose of all or any part of the Securities unless, prior thereto (a) a registration statement
on the appropriate form under the Securities Act with respect to the Securities proposed to be transferred shall then be effective or
(b) the Company has provided prior written consent and has received customary representations reasonably satisfactory to the Company,
that such registration is not required because such transaction is exempt from registration under the Securities Act and the rules promulgated
by the SEC thereunder and from all applicable state securities laws. Notwithstanding the foregoing, the Subscriber may, upon written notice
to the Company and in compliance with securities laws, transfer Securities to an affiliate of the Subscriber who agrees in writing to
be bound by the terms of this Agreement.


 


5.2. Lock-Up. The Subscriber
acknowledges that the Securities will be subject to lock-up provisions (the “Lock-up”) contained in Section 7 of the Insider
Letter filed as an exhibit to the Registration Statement, a copy of which has been provided to the Subscriber. For the avoidance of doubt,
the Subscriber shall not be required to become a party to, and shall not be subject to any other provision of, the Insider Letter except
as set forth in this Section 5.2. The Securities directly or indirectly owned by the Subscriber will not be subject to additional lock-ups
other than detailed in the Lock-up or in the Registration Statement. For the avoidance of doubt, nothing shall prevent the Subscriber
from selling or redeeming any Class A Shares or Units purchased in the IPO or aftermarket (including the IPO Purchase Amount) pursuant
to the Registration Statement.


 






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5.3. Restrictive Legends. Any
certificates representing the Securities shall have endorsed thereon legends substantially as follows:


 


“THE SECURITIES REPRESENTED
HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES
NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL,
IS AVAILABLE.”


 


“THE SECURITIES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO A LOCKUP AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF
THE LOCKUP.”


 


5.4. Additional Securities or
Substituted Securities. In the event of the declaration of a share dividend, the declaration of an extraordinary dividend payable in a
form other than Securities, a spin-off, a share split, an adjustment in conversion ratio, a recapitalization or a similar transaction
affecting the Company’s outstanding Securities without receipt of consideration, any new, substituted or additional securities or
other property which are by reason of such transaction distributed with respect to any Securities subject to this Section 5 or into which
such Securities thereby become convertible shall immediately be subject to this Section 5 and Section 3. Appropriate adjustments to reflect
the distribution of such securities or property shall be made to the number and/or class of Securities subject to this Section 5 and Section
3.


 


5.5. Registration Rights. The
Subscriber acknowledges that the Securities are being delivered pursuant to an exemption from the registration requirements of the Securities
Act and will become freely tradable only after certain conditions are met or they are registered pursuant to a registration rights agreement
to be entered into with the Company prior to the closing of the IPO, which registration rights shall be made available by the Company
to the Subscriber on terms no less favorable than those afforded to any other pre-IPO investor in the Company.


 


6. Other Agreements.


 


6.1. Further Assurances. The
parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent
of this Agreement.


 


6.2. Notices. All notices, statements
or other documents which are required or contemplated by this Agreement shall be: (i) in writing and delivered personally or sent by first
class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing,
(ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing
by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic
mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been
given on the day of delivery, if delivered personally or if sent by facsimile or electronic transmission, one (1) business day after delivery
to an overnight courier service or five (5) days after mailing if sent by mail.


 


6.3. Entire Agreement. This
Agreement, together with the Insider Letter and the Registration Rights Agreement, each substantially in the form to be filed as an exhibit
to the Registration Statement, embodies the entire agreement and understanding between the Subscriber and the Company with respect to
the subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof.
No statement, representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be
used to interpret, change or restrict, the express terms and provisions of this Agreement.


 






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6.4. Modifications and Amendments.
The terms and provisions of this Agreement may be modified or amended only by written agreement executed by all parties hereto.


 


6.5. Waivers and Consents. The
terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by a written document executed
by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute
a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent
shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver
or consent.


 


6.6. Assignment. The rights
and obligations under this Agreement may not be assigned by either party hereto without the prior written consent of the other party.


 


6.7. Benefit. All statements,
representations, warranties, covenants and agreements in this Agreement shall be binding on the parties hereto and shall inure to the
benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create
any rights or obligations except among the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this
Agreement.


 


6.8. Governing Law. This Agreement
and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the laws of New York applicable
to contracts wholly performed within the borders of such state, without giving effect to the conflict of law principles thereof.


 


6.9. Severability. In the event
that any court of competent jurisdiction shall determine that any provision, or any portion thereof, contained in this Agreement shall
be unreasonable or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court deems it reasonable
and enforceable, and as so limited shall remain in full force and effect. In the event that such court shall deem any such provision,
or portion thereof, wholly unenforceable, the remaining provisions of this Agreement shall nevertheless remain in full force and effect.


 


6.10. No Waiver of Rights, Powers
and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course of dealing
between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or partial exercise
of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of steps to enforce any such
right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power
or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the right of such party to pursue other
available remedies. No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such
notice or demand to any other or further notice or demand in similar or other circumstances or constitute a waiver of the rights of the
party giving such notice or demand to any other or further action in any circumstances without such notice or demand.


 


6.11. Survival of Representations
and Warranties. All representations and warranties made by the parties hereto in this Agreement or in any other agreement, certificate
or instrument provided for or contemplated hereby, shall survive the execution and delivery hereof and any investigations made by or on
behalf of the parties.


 


6.12. No Broker or Finder. Each
of the parties hereto represents and warrants to the other that no broker, finder or other financial consultant has acted on its behalf
in connection with this Agreement or the transactions contemplated hereby in such a way as to create any liability on the other. Each
of the parties hereto agrees to indemnify and save the other harmless from any claim or demand for commission or other compensation by
any broker, finder, financial consultant or similar agent claiming to have been employed by or on behalf of such party and to bear the
cost of legal expenses incurred in defending against any such claim.


 


6.13. Headings and Captions.
The headings and captions of the various subdivisions of this Agreement are for convenience of reference only and shall in no way modify
or affect the meaning or construction of any of the terms or provisions hereof.


 






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6.14. Counterparts. This Agreement
may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or any other form of electronic
delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed)
with the same force and effect as if such signature page were an original thereof.


 


6.15. Construction. The parties
hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise
favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. The words “include,”
“includes,” and “including” will be deemed to be followed by “without limitation.” Pronouns in masculine,
feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include
the plural and vice versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular
subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will
have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect,
the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in
breach of the first representation, warranty, or covenant.


 


7. Voting and Tender of Securities.
The Subscriber agrees with the Company to vote the Securities and any Class A Shares purchased by the Subscriber in the IPO or in the
aftermarket (including the IPO Purchase Amount) in favor of an initial business combination that the Company negotiates and submits for
approval to the Company’s stockholders. Additionally, the Subscriber agrees with the Company not to tender any Securities in connection
with a tender offer presented to the Company’s stockholders in connection with an initial business combination negotiated by the
Company and the Company shall similarly bind other subscribers or purchasers of Securities. For clarity, in the event the Subscriber purchases
Class A Shares in the IPO or in the aftermarket (including the IPO Purchase Amount), the Subscriber retains the right to tender any such
Class A Shares so purchased in connection with a tender offer. In addition, there shall be no limitation on the Subscriber’s right
to (i) redeem or tender any such Class A Shares into funds held in the Trust Account upon the successful completion of an initial business
combination, or any other event that affords public stockholders the right to redeem or (ii) otherwise sell, assign or transfer of any
securities of the Company (other than the Securities) prior to the closing of the initial business combination.


 


8. Indemnification. Each party
shall indemnify the other against any loss, cost or damages (including reasonable and documented out-of-pocket attorney’s fees and
expenses) incurred as a result of such party’s breach of any representation, warranty, covenant or agreement in this Agreement.


 


9. No Publicity. The Company
agrees that it will not, without the prior written consent of the Subscriber, publicly disclose the name of the Subscriber or any of its
affiliates or investment advisors, other than as required by applicable law, rule or regulation (including, but not limited to, as required
in the Company’s Registration Statement on Form S-1 requirements or in response to a comment from the SEC’s staff), in which
case the Company shall provide the Subscriber with one (1) business day’s prior written notice of such disclosure.


 


10. Termination. In the event
the IPO is not consummated by November 17, 2021, the Securities shall not be delivered to the Subscriber.


 


[Signature Page Follows]


 




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If the foregoing accurately sets forth our understanding
and agreement, please sign the enclosed copy of this Agreement and return it to us.


 


	Very truly yours,	 
	 	 
	TRINE II ACQUISITION CORP.	 
	 	 
	 	 
	By:	 	 
	 	Name: 	Pierre M. Henry	 
	 	Title: 	Chief Executive Officer	 



 


	Subscriber: 	 	 
	 	 	 
	Address:	 	 
	 	 	 
	E-mail: 	 	 
	 	 	 
	Phone: 	 	 
	 	 	 
	Attention: 	 	 



 


	Number of Class B Shares Purchased: 	 
	 	 
	IPO Units: 	 
	 	 
	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 



 


[Trine II Acquisition Corp.—Signature
Page to Securities Purchase Agreement]