Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
 “Agreement”) is made effective as of December 6, 2021 by and between Motive Capital Corp II, a Cayman Islands exempted company
(the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement
on Form S-1, File No. 333-261084 (the “Registration Statement”) and prospectus (the “Prospectus”) for
the initial public offering of the Company’s units (the “Units”), each of which consists of one of the Company’s
Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable warrant,
each whole warrant entitling the holder thereof to purchase one Ordinary Share (such initial public offering hereinafter referred to as
the “Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


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


 


WHEREAS, as described in the Prospectus, $306,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or up to
$351,900,000 if the Underwriters’ option to purchase additional units is exercised in full) will be delivered to the Trustee to
be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the
amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,” and
the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $10,500,000 or $12,075,000 if the Underwriters’ option to purchase additional units is exercised
in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriter upon
the consummation of the Business Combination (as defined below) (the “Deferred Discount”); and


 


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


 


NOW THEREFORE, IT IS AGREED:


 


1.                  
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)                
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets
of $100 billion or more) in the United States, maintained by Trustee and at a brokerage institution selected by the Trustee that is reasonably
satisfactory to the Company;


 


(b)               
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)                
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days
or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder;
and while account funds are invested or uninvested the Trustee may earn bank credits or other consideration;


 






     


     


    

 


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


 


(e)                
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)                 
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection
with the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)               
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as
and when instructed by the Company to do so;


 


(h)               
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all
receipts and disbursements of the Trust Account;


 


(i)                 
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with,
the terms of a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer
or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income
taxes (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses), only as directed
in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 18 months
after the closing of the Offering, (2) 24 months after the closing of the Offering if such time period is extended in accordance with
the provisions of the Company’s amended and restated memorandum and articles of association (the “Amended and Restated Memorandum
and Articles of Association”) and (3) such later date as may be approved by the Company’s shareholders in accordance
with the Amended and Restated Memorandum and Articles of Association, if a Termination Letter has not been received by the Trustee prior
to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter
attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and
not previously released to the Company to pay its income taxes (which interest shall be net of taxes payable and less up to $100,000 of
interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and
agreed that there should be no reduction in the principal amount per share initially deposited in the Trust Account;


 


(j)                 
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached
hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute to the Company
the amount of interest earned on the Property requested by the Company to cover any tax obligation owed by the Company as a result of
assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly to the Company by electronic
funds transfer or other method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, so long
as there is no reduction in the principal amount per share initially deposited in the Trust Account; provided, however, that to the extent
there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust
Account as shall be designated by the Company in writing to make such distribution so long as there is no reduction in the principal amount
per share initially deposited in the Trust Account (it being acknowledged and agreed that any such amount in excess of interest income
earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 


(k)                Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as
Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute to the remitting
brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary Shares from Public
Shareholders pursuant to the Amended and Restated Memorandum and Articles of Association; and


 






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


 


(b)               
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses,
including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any
claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or
any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the
defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection
of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior
written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with
its own counsel;


 


(c)                
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee,
and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through
1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation
of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c) and
as may be provided in Section 2(b) hereof;


 


(d)               
In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such
shareholders regarding such Business Combination;


 


(e)                
Provide the Underwriters with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)                 
Unless otherwise agreed between the Company and the Underwriters, ensure that any Instruction Letter (as defined in Exhibit A)
delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid
directly to the account or accounts directed by the Underwriters prior to any transfer of the funds held in the Trust Account to the Company
or any other person;


 


(g)               
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing
the Trustee to make any distributions that are not permitted under this Agreement;


 






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(h)               
 If the Company seeks to amend any provisions of its Amended and Restated Memorandum and Articles of Association (A) to
modify the substance or timing of the Company’s obligation to allow redemptions in connection with the Company’s initial Business
Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time
period set forth therein or (B) with respect to any other provision relating to shareholders’ rights or pre-initial Business
Combination activity (in each case, an “Amendment”), the Company will provide the Trustee with a letter (an “Amendment
Notification Letter”) in the form of Exhibit D providing instructions for the distribution of funds to Public Shareholders
who exercise their redemption option in connection with such Amendment; and


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(g)               
The other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken
or omitted, in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful
misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or
advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as
to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care,
to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument
delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall
give its prior written consent thereto;


 


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


 


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


 


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


 






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


 


(l)                 
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections
1(i), 1(j) or 1 (k) hereof.


 


4.                  
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its
assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.                  
Termination. This Agreement shall terminate as follows:


 


(a)                
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use
its reasonable efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement.
At such time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt
of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall
be immune from any liability whatsoever; or


 


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


 


6.                  
Miscellaneous.


 


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


 


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


 


(c)                 This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the
affirmative vote of sixty-five percent (65%) of the then outstanding Ordinary Shares and Class B ordinary shares, par value
$0.0001 per share, of the Company, voting together as a single class; provided that no such amendment will affect any Public
Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this
Agreement (x) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with an
initial Business Combination or an Amendment or to redeem 100% of its Ordinary Shares if the Company does not complete its initial
Business Combination within the time frame specified in the Amended and Restated Memorandum and Articles of Association) or
(y) with respect to any other provisions relating to shareholders’ rights or initial pre-Business Combinations activity,
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a
writing signed by each of the parties hereto.


 






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


 


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


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

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


		Email:	fwolf@continentalstock.com

cgonzalez@continentalstock.com



 


if to the Company, to:


 


Motive Capital Corp II

7 World Trade Center

250 Greenwich Street, Floor 47

New York, New York 10007

Attn:  Kristy Trieste


Email: kristy.trieste@motivepartners.com


 


in each case, with copies to:


 


Gibson, Dunn & Crutcher LLP

811 Main St. Suite 3000

Houston, Texas 77002


		Attn:	Gerald M. Spedale
		Email:	gspedale@gibsondunn.com



 


and


 


UBS Securities LLC

1285 Avenue of the Americas

New York, New York 10019

Attn:    Syndicate


 


and


 


Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036


		Attn.:	Paul D. Tropp and Christopher Capuzzi
		Email:	paul.tropp@ropegray.com

christopher.capuzzi@ropesgray.com



 






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


 


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


 


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


 


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


 


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


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties have duly
executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	By:	/s/ Francis Wolf
	 	Name:	 Francis Wolf
	 	Title:	Vice President
	 	 
	 	MOTIVE CAPITAL CORP II
	 	 
	 	By:	/s/ Rob Heyvaert
	 	Name:	Rob Heyvaert
	 	Title:	Chief Executive Officer




 


[Signature Page to Investment
Management Trust Agreement]


 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert Date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:          Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Motive Capital Corp II (the “Company”) and Continental Stock Transfer & Trust
Company (“Trustee”), dated as of December 6, 2021 (the “Trust Agreement”), this is to advise you that the Company
has entered into an agreement with (the “Target Business”) to consummate a business combination with Target Business (the
 “Business Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance
of the actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


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


 


On the Consummation Date (i) counsel for the
Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”), and (ii) the
Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or other authorized officer
of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders, if a vote
is held and (b) joint written instruction signed by the Company and the Representative with respect to the transfer of the funds
held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction Letter”). You
are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and
the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account
may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall
direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination is not
consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original Consummation
Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust
Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the
Consummation Date as set forth in such notice as soon thereafter as possible.


 






     


     


    

 


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




 


		cc:	UBS Securities LLC

J.P. Morgan Securities LLC



 






     


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert Date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:        Trust Account Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Motive Capital Corp II (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of December 6, 2021 (the “Trust Agreement”), this is to advise you that the
Company has been unable to effect a business combination with a Target Business (the “Business Combination”) within the time
frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the Company’s
Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement,
we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into the trust operating
account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders. The Company has selected as the effective date
for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds. It is
acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating account.
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to
the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and
Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent
otherwise provided in Section 1(j) of the Trust Agreement.


 


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



 


		cc:	UBS Securities LLC

J.P. Morgan Securities LLC



 






     


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert Date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:       Trust Account Tax Payment Withdrawal
Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Motive Capital Corp II (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of December 6, 2021 (the “Trust Agreement”), the Company hereby requests that
you deliver to the Company $ of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


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


 


[WIRE INSTRUCTION INFORMATION]


 


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



 


		cc:	UBS Securities LLC

J.P. Morgan Securities LLC



 






     


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert Date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf & Celeste Gonzalez


 


Re:       Trust Account Shareholder Redemption
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment
Management Trust Agreement between Motive Capital Corp II (the “Company”) and Continental Stock Transfer & Trust
Company (the “Trustee”), dated as of December 6, 2021 (the “Trust Agreement”), the Company hereby requests that
you deliver to the Company’s shareholders $ of the principal and interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k) of the Trust
Agreement, this is to advise you that the Company has sought, and had approved, an Amendment. Accordingly, in accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account and to transfer $ of the proceeds
of the Trust Account to the trust operating account at J.P. Morgan Chase Bank, N.A. for distribution to the shareholders that have requested
redemption of their shares in connection with such Amendment.


 


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



 


		cc:	UBS Securities LLC

J.P. Morgan Securities LLC