CIIG Capital Partners II, Inc. 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen:Letter Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”) and UBS Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised 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 (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the P
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 14, 2021, is made and entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), CIIG Management II LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between CIIG Capital Partners II, Inc. (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 into a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 14, 2021, is by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and CIIG Management II LLC, a Delaware limited liability company (the “Purchaser”).
CIIG CAPITAL PARTNERS II, INC. 25,000,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • September 17th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
CIIG Capital Partners II, Inc.CIIG Capital Partners II, Inc. • September 17th, 2021 • Blank checks • New York
This letter agreement by and between CIIG Capital Partners II, Inc. (the “Company”) and CIIG Management II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
