Exhibit 10.2 


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between FG New America Acquisition
II Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New
York corporation, a New York corporation (the “Trustee”).


 
WHEREAS,
                                            the Company’s registration statement on Form S-1, File No. 333-253194 (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 share of the Company’s Class A common stock, par value
                                            $0.0001 per share (the “Common Stock”), and one-half of one redeemable
                                            warrant, each whole warrant entitling the holder thereof to purchase one share of Common
                                            Stock, subject to adjustment (such initial public offering hereinafter referred to as the
                                            “Offering”), has been declared effective as of the date hereof
                                            by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into
an Underwriting Agreement (the “Underwriting Agreement”) with BofA Securities, Inc., as the representative
(the “Representative”) of the several underwriters (the “Underwriters”) named therein;
and


 
WHEREAS,
                                            as described in the Prospectus, $229,500,000 of the gross proceeds of the Offering and sale
                                            of the Private Placement Units and Private Placement Warrants (each as defined in the Underwriting
                                            Agreement) (or $263,925,000 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”); 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), 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 during such periods;


 


(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;  


 






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(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 or in connection with the preparation or completion of the audit of the Company’s
financial statements by the Company’s auditors;


 


(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 any of 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) 15 months from the closing of the
Offering, or 18 months from the closing of the Offering if the Company has entered into a letter of intent with a target business for
a business combination within 15 months from the closing of the Offering and such business combination has not yet been consummated within
such 15-month period, and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s
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 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 (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 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
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 Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation
of the Trust Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
2(c), 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; and


 


(f) 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.


 


(g)
Within four (4) business days after the Underwriters’ exercise of 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, which
shall in no event be less than $7,875,000 (or $9,056,250 if the Underwriter’s over-allotment option is exercised in full).


 


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;


 






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(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, securities or other property in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies, securities
or other property 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, securities or other property 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 and has agreed to become subject to the terms of this Agreement, the Trustee shall
transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies of the reports
and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that in
the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the
Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United
States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
or


 






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


 


6. Miscellaneous.


 


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


 


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


 


(c) This Agreement contains
the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. 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) Sections 1(i), 1(j)
and 1(k) of this Agreement 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, her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement.
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.


 


(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.


 






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(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:
	 	 
	 	FG New America Acquisition II Corp.

    105 S. Maple Street

    Itasca, Illinois 60143
	 	Attn: Hassan Baqar
	 	Email: hbaqar@sequoiafin.com
	 	 
	 	in each case, with copies to:
	 	 
	 	Blank Rome LLP
	 	405 Lexington Ave
	 	New York, New York 10174
	 	Attn: Brad L. Shiffman
	 	Email: bshiffman@BlankRome.com
	 	 
	 	and
	 	 
	 	ThinkEquity
                                            LLC

	 	17 State Street, 22nd Floor
	 	New York, NY 10004
	 	Attn: Mr. Eric Lord, Head of Investment Banking
	 	Fax No.: (212) 349-2550
	 	 
	 	and
	 	 
	 	BofA Securities, Inc.
	 	One Bryant Park
	 	New York, NY 10036
	 	Attn: Syndicate
                                            Department


Email: dg.ecm_execution_services@bofa.com

with a copy to:


Attn: ECM Legal

Email: dg.ecm_legal@bofa.com


	 	 
	 	and
	 	 
	 	Sidley Austin LLP
	 	1501 K Street, N.W.
	 	Washington, D.C. 20005
	 	Attn: William J. Cooper, Esq.
	 	Email: wcooper@sidley.com



 


	 	and
	 	 
	 	Loeb & Loeb LLP
	 	345 Park Avenue
	 	New York, NY 10154
	 	Attn.: Mitchell S. Nussbaum
	 	Giovanni Caruso
	 	Email: mnussbaum@loeb.com
	 	gcaruso@loeb.com


 


(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.


 






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(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 Representative 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:	 
	 	 	Name:	Francis Wolf
	 	 	Title:	Vice President
	 	 
	 	FG NEW AMERICA ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Name:	Hassan Baqar
	 	 	Title:	Chief Financial 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.	 	$	 	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter
    by wire transfer or check.	 	$	 	 
	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	 	$	 	 
	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 & 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 FG New America Acquisition II Corp. (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 at J.P. Morgan Chase Bank, N.A. 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 and, solely with respect to the Deferred Discount, the Representative, shall direct on the Consummation Date.


 


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 express instructions to pay the Deferred Discount from the Trust Account directly to the account or accounts designated by the Representative
(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,
	 	 
	 	FG New America Acquisition II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed and acknowledged by:	 
	 	 	 
	BofA Securities, Inc.
	 
	 	 	 
	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 & 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 FG New America Acquisition II Corp. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Company’s Amended and Restated 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 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,
	 	 
	 	FG New America Acquisition II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	cc: BofA Securities, Inc.	 


 
1
                                            15 months from the closing of the Offering, or 18 months from the closing of
                                            the Offering if the Company has entered into a letter of intent with a target business for
                                            a business combination within 15 months from the closing of the Offering and such business
                                            combination has not yet been consummated within such 15-month period, or such later date
                                            as may be approved by the Company’s stockholders in accordance with the Company’s
                                            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 & 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 FG New America Acquisition II Corp. (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,
	 	 
	 	FG New America Acquisition II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: BofA Securities, Inc.	 


 





 






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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 & 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 FG New America Acquisition II Corp. (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 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 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,
	 	 
	 	FG New America Acquisition II Corp.
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: BofA Securities, Inc.	 


 






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