CIIG Capital Partners II, Inc. 29th Floor New York, New York 10019 Re: Initial Public Offering Gentlemen:Letter Agreement • August 12th, 2021 • CIIG Capital Partners II, Inc. • Blank checks
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 25,875,000 of the Company’s units (including up to 3,375,000 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-third 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 12th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 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 • August 12th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of ______, 2021 by and between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
WARRANT AGREEMENT between CIIG CAPITAL PARTNERS II, INC. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • August 12th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 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 • August 12th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • Delaware
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of ____, 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. 22,500,000 Units ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • August 12th, 2021 • CIIG Capital Partners II, Inc. • Blank checks • New York
