CIIG Capital Partners II, Inc. New York, NY 10019CIIG Merger Corp. II • March 10th, 2021 • New York
Company FiledMarch 10th, 2021 JurisdictionThis agreement (the “Agreement”) is entered into on January 6, 2021 by and between CIIG Management II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and CIIG Capital Partners II, Inc., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows: