Exhibit 4.4


 


WARRANT
AGREEMENT


 


between


 


CIIG
CAPITAL PARTNERS II, INC.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


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”).


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity
securities, each such unit comprised of one share of Common Stock (as defined below) and one-fifth of one Public Warrant (as defined
below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 6,000,000 warrants
(including up to 6,900,000 warrants subject to the Over-allotment Option (as defined below)) to public investors in the Offering (the
“Public Warrants”). Each whole Warrant entitles the holder thereof to purchase one share of Class A common
stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per share, subject to adjustment
as described herein. Only whole warrants are exercisable; and


 


WHEREAS,
on ____, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with CIIG Management II LLC, a Delaware
limited liability company (the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of
7,500,000 warrants (or up to 8,250,000 warrants if the Over-allotment Option (as defined below) in connection with the Offering (as defined
below) is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable)
bearing the legend set forth in Exhibit B hereto (the “Sponsor Private Placement Warrants”) at
a purchase price of $1.00 per Private Placement Warrant (as defined below); and


 


WHEREAS,
on _____, 2021, the Company entered into those certain subscription agreements (together, the “Anchor Subscription Agreement”)
with certain funds and accounts managed by subsidiaries of BlackRock, Inc. (together, the “Anchor Investor”),
pursuant to which the Anchor Investor agreed to purchase an aggregate of 1,500,000 warrants (or 1,650,000 warrants if the Over-allotment
Option is exercised in full) simultaneously with the closing of the Offering (and the closing of the Over-allotment Option, if applicable)
bearing the legend set forth in Exhibit B hereto (the “Anchor Private Placement Warrants”
and, together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) at a purchase
price of $1.00 per Private Placement Warrant; and


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination (as defined below),
the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan
the Company funds as the Company may require, of which up to $1,500,000 of such loans may be convertible into up to an additional 1,500,000
Private Placement Warrants at a price of $1.00 per warrant (the “Working Capital Warrants”); and


 


WHEREAS,
the Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-254078 (the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, and
the Public Warrants and the Common Stock included in the Units; and


 


WHEREAS,
following consummation of the Offering, the Company may issue additional warrants (“Post-IPO Warrants” and,
together with the Private Placement Warrants, the Working Capital Warrants and the Public Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination; and


 






     


     


    

 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and
legal obligations of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. 
Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants,
and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.


 


2. 
Warrants.


 


2.1 
Form of Warrant. Each Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be
in substantially the form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by,
or bear the facsimile signature of, the Chairman of the Board, President, Co-Chief Executive Officer, Chief Financial Officer, Secretary
or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have
ceased to serve in the capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same
effect as if he or she had not ceased to be such at the date of issuance.


 


2.2 
Effect of Countersignature. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant
to this Agreement, a Warrant represented by such physical certificate shall be invalid and of no effect and may not be exercised by the
holder thereof.


 


2.3 
Registration.


 


2.3.1 
Warrant Register. The Warrant Agent shall maintain books (the “Warrant Register”), for the registration
of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book entry form,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise
in accordance with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented
by one or more book-entry certificates (each, a “Book-Entry Warrant Certificate”) deposited with The Depository
Trust Company (the “Depositary”) and registered in the name of Cede & Co., a nominee of the Depositary.
Ownership of beneficial interests in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through,
records maintained by (i) the Depositary or its nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts
with the Depositary (each such institution, with respect to a Warrant in its account, a “Participant”). 


 


If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible
for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A,
with appropriate insertions, modifications and omissions, as provided above.


 




    2


     


    

  


2.3.2 
Registered Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may
deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing
on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.4 
Detachability of Warrants. The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd
day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which
banks in New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier (the “Detachment Date”) with the consent of UBS Securities LLC
and Barclays Capital Inc., as representatives of the several underwriters (the “Representatives”), but in no
event shall the Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a
current report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the
gross proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters of their right to
purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment Option is exercised
prior to the filing of the Form 8-K, and (B) the Company issues a press release and files with the Commission a current report
on Form 8-K announcing when such separate trading shall begin.


 


2.5 
No Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional Warrants other than as part of
the Units, each of which is comprised of one share of Common Stock and one-fifth of one Public Warrant. If, upon the detachment of Public
Warrants from Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Company shall round down
to the nearest whole number the number of Warrants to be issued to such holder.


 


2.6 
Private Placement Warrants and Working Capital Warrants.


 


The
Private Placement Warrants and the Working Capital Warrants shall be identical to the Public Warrants, except that so long as they are
held by the Sponsor, the Anchor Investor or any of their respective Permitted Transferees (as defined below), as applicable, the Private
Placement Warrants and the Working Capital Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to subsection
3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of
an initial Business Combination (as defined below), and (iii) shall not be redeemable by the Company (except as provided in Section 6.2
hereof); provided, however, that in the case of (ii), the Private Placement Warrants, the Working Capital Warrants and any shares of
Common Stock issued upon exercise of the Private Placement Warrants or the Working Capital Warrants and held by the Sponsor, the Anchor
Investor or any of their respective Permitted Transferees, may be transferred by the holders thereof:


 


(a)
to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any
affiliate of the Sponsor or the Anchor Investor, any member(s) of the Sponsor or the Anchor Investor or any of their respective
affiliates, officers, directors or direct and indirect equityholders;


 


(b)
in the case of an individual, by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is
a member of the individual’s immediate family, or an affiliate of such person, or to a charitable organization;


 


(c)
in the case of an individual, by virtue of the laws of descent and distribution upon death of such individual;


 


(d)
in the case of an individual, pursuant to a qualified domestic relations order;


 




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(e) 
by private sales or transfers made in connection with the consummation of the Company’s initial Business Combination at prices
no greater than the price at which the Warrants were originally purchased;


 


(f) 
in the event of the Company’s liquidation prior to the completion of the Company’s initial Business Combination;


 


(g) 
by virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor;
or


 


(h) in
the case of the Anchor Investor, to the Anchor Investor’s affiliates, or any investment fund or other entity controlled or managed
by the Anchor Investor, or to any investment manager or investment advisor of the Anchor Investor or an affiliate of any such investment
manager or investment advisor;


 


provided,
however, that, in the case of clauses (a) through (h), these transferees (the “Permitted Transferees”)
must enter into a written agreement agreeing to be bound by the transfer restrictions in this Agreement and the other restrictions contained
in the letter agreement, dated as of the date hereof, by and among the Company, the Sponsor and the Company’s directors and officers
and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting, the
trust account and liquidation distributions described elsewhere in the Prospectus).


 


2.7
Working Capital Warrants. The Working Capital Warrants shall be identical to the Private Placement Warrants.


 


2.8
Post-IPO Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public
Warrants except as may be agreed upon by the Company.


 


3. 
Terms and Exercise of Warrants.


 


3.1 
Warrant Price. Each Warrant shall, when countersigned by the Warrant Agent (if a physical certificate is issued), entitle the
Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of
shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall
mean the price per share at which shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in its sole
discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not less than twenty
(20) Business Days, provided, that the Company shall provide at least twenty (20) days prior written notice of such reduction to Registered
Holders of the Warrants and, provided further that any such reduction shall be identical among all of the Warrants.


 


3.2 
Duration of Warrants. A Warrant may be exercised only during the period (the “Exercise Period”) commencing
on the date that is thirty (30) days after the first date on which the Company completes a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business
Combination”), and terminating at 5:00 p.m., New York City time on the earlier to occur of: (x) the date that is five
(5) years after the date on which the Company completes its Business Combination, (y) the liquidation of the Company in accordance
with the Company’s amended and restated certificate of incorporation (the “Charter”), as amended from
time to time, if the Company fails to complete a Business Combination or (z) other than with respect to the Private Placement Warrants
and the Working Capital Warrants then held by the Sponsor, the Anchor Investor or any officers or directors of the Company, or any of
their Permitted Transferees as provided in Section 6.1, the Redemption Date (as defined below) as provided in Section 6.3
hereof (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to
the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below with respect to an effective registration
statement or a valid exemption therefrom being available. Except with respect to the right to receive the Redemption Price (as defined
below) or the Alternative Redemption Price (as defined below), in the event of a redemption (as set forth in Section 6 hereof),
each outstanding Warrant (other than a Private Placement Warrant or a Working Capital Warrant held by the Sponsor, the Anchor Investor
or any officers or directors of the Company, or their Permitted Transferees, in the event of a redemption for cash) not exercised on
or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall
cease at 5:00 p.m. New York City time on the Expiration Date. The Company in its sole discretion may extend the duration of the
Warrants by delaying the Expiration Date; provided, that the Company shall provide at least twenty (20) days prior written notice of
any such extension to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration
among all the Warrants.


 




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3.3 
Exercise of Warrants.


 


3.3.1 
Payment.


 


Subject
to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the
Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in
the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”) on the
records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant
Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) shares of
Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse of the Definitive
Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant in accordance with the
Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common Stock as to which the Warrant
is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the
shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 


(a)
by certified check payable to the order of the Warrant Agent or by wire transfer;


 


(b)
[reserved];


 


(c)
with respect to any Private Placement Warrant or Working Capital Warrant, so long as such Private Placement Warrant or Working Capital
Warrant is held by the original purchaser thereof or a Permitted Transferee, as applicable, by surrendering the Warrants for that number
of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying
the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, as defined in this subsection
3.3.1(c), by (y) the Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value”
shall mean the average reported last sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior
to the date on which notice of exercise of the Warrant is sent to the Warrant Agent;


 


(d)
as provided in Section 6.2 hereof with respect to a Make-Whole Exercise


 


(e)
as provided in Section 7.4 hereof.


 


3.3.2 
Issuance of Shares of Common Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of
the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the
Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock
to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall
not have been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common
Stock as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate
are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate,
or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation
to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying
the Public Warrants is then effective and a prospectus relating thereto is current, or a valid exemption from registration is available,
subject to the Company’s satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company
shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant
exercise has been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state
of residence of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are
not satisfied with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may
have no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase
price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net cash settle
the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless basis” pursuant
to Section 6.2 and Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of Common
Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such holder.


 




    5


     


    

 


3.3.3 
Valid Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall
be validly issued, fully paid and non-assessable.


 


3.3.4 
Date of Issuance. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock
is issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which the
Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of
the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment
is a date when the share transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
to have become the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer
books or book-entry system are open.


 


3.3.5
Maximum Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he,
she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s
Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
such person and any of its affiliates or any other person subject to aggregation with such person for purposes of the “beneficial
ownership” test under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or any “group” (within the meaning of Section 13 of the Exchange Act) of which such person is or may be deemed to be
a part, would beneficially own (within the meaning of Section 13 of the Exchange Act) (or to the extent that for any reason the
equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder would result in a higher
ownership percentage, such higher percentage would be) in excess of 4.8% or 9.8% (or such other amount as specified by the holder) (the
“Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes
of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates or any
such other person or group shall include the number of shares of Common Stock issuable upon exercise of the Warrant with respect to which
the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise
of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion
of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates
(including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion
or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph,
beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act. For purposes of the Warrant,
in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock
as reflected in (1) the Company’s most recent annual report on Form 10-K, quarterly report on Form 10-Q, current
report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by
the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding.
For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days,
confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding
shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the
holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice
to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to
any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first
(61st) day after such notice is delivered to the Company.


 




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4. 
Adjustments.


 


4.1 
Stock Dividends.


 


4.1.1 
Split-Ups. If after the date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock
or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common
Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock.
A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product of
(i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one (1) minus the quotient
of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value. For purposes
of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable for Common Stock,
in determining the price payable for Common Stock, there shall be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value” means the volume weighted
average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first
date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.


 


4.1.2 
Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or
make a distribution in cash, securities or other assets to the holders of the Common Stock on account of such shares of Common Stock
(or other shares of the Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the
Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of
Common Stock in connection with a stockholder vote to amend the Company’s Charter (i) to modify the substance or timing of the
Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold in the Offering if the Company does
not complete the Business Combination within the time period set forth in the Company’s Charter or (ii) with respect to any other
provisions relating to stockholders’ rights or pre-initial Business Combination activity, or, (e) in connection with the redemption
of the shares of Common Stock included in the Units sold in the Offering upon the failure of the Company to complete its initial Business
Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event being referred to herein
as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the
effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board, in good
faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of
this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which,
when combined on a per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Common
Stock during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately reflect
any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that
resulted in an adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) does
not exceed $0.50 (being 5% of the offering price of the Units in the Offering).


 


4.2 
Aggregation of Shares. If after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of
outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of
Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification
or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


 




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4.3 
Adjustments in Warrant Price.


 


4.3.1
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price
immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable
upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
shares of Common Stock so purchasable immediately thereafter.


 


4.3.2 
If (i) the Company issues additional shares of Common Stock or equity-linked securities for capital raising purposes in connection with
the closing of its initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Common Stock,
with such issue price or effective issue price to be determined in good faith by the Board (and in the case of any such issuance to the
Sponsor or its affiliates, without taking into account any founder shares held by such holder or affiliates, as applicable, prior to
such issuance) (the “New Issuance Price”), (ii) the aggregate gross proceeds from such issuances represent
more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the
date of the consummation thereof (net of redemptions) and (iii) the volume weighted average trading price of the Common Stock during
the 20 trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination
(such price, the "Market Value") is below $9.20 per share, then the Warrant Price will be adjusted (to the nearest cent) to
be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described
in Section 6.1 and Section 6.2 shall be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market
Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the
nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.


 




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4.4 
Replacement of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding
shares of Common Stock (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof
or that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with
or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the Company is the
continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock),
or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety
or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have
the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the shares
of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby,
the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization,
merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received
if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”
); provided, however, that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor
or purchasing entity shall execute an amendment hereto with the Warrant Agent providing for delivery of such Alternative Issuance; provided, further,
that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash
or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount
received per share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii)
if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender,
exchange or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided
for in the Company’s amended and restated certificate of incorporation or as a result of the repurchase of shares of Common Stock
by the Company if a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances
in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning
of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or
associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such
group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or
any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as
the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled
as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject to adjustments
(from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in
this Section 4; provided, further, that if less than 70% of the consideration receivable by the holders
of the Common Stock in the applicable event is payable in the form of common stock in the successor entity that is listed for trading
on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted
immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public
disclosure of the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission,
the Warrant Price shall be reduced by an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant
Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant
Value (as defined below). The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior
to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial
Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of this Agreement
shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted average price of the Common Stock
as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event, (3)
the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately
prior to the day of the announcement of the applicable event, and (4) the assumed risk-free interest rate shall correspond to the U.S.
Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration”
means (i) if the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of
Common Stock, and (ii) in all other cases, the amount of cash per share of Common Stock, if any, plus the volume weighted average price
of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date of the applicable
event. If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1,
then such adjustment shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and
this Section 4.4. The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the
par value per share issuable upon exercise of the Warrant. 


 






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4.5 
Notices of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon
exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price
resulting from such adjustment and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price
upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation
is based. Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the Company shall
give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the
Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not
affect the legality or validity of such event.


 


4.6 
No Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall not issue fractional
shares of Common Stock upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.7 
Form of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4,
and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated
in the Warrants initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise, may
be in the form as so changed.


 




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4.8 
Other Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections
of this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each
such case, the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized
national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms
of such adjustment, provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section 4.8 as a result
of any issuance of securities in connection with the Business Combination. The Company shall adjust the terms of the Warrants in a manner
that is consistent with any adjustment recommended in such opinion.


 


4.9  No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an
adjustment to the conversion ratio of the Company’s Class B common stock (the “Class B Common
Stock”) into shares of Common Stock or the conversion of the shares of Class B Common Stock into shares of Common
Stock, in each case, pursuant to the Company’s amended and restated certificate of incorporation, as amended from time to
time.


 


5. 
Transfer and Exchange of Warrants.


 


5.1 
Registration of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the
Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated warrants, properly endorsed with signatures
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal
aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated
warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2 
Procedure for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange
or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants; provided, however,
that except as otherwise provided herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry
Warrant Certificate and Definitive Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee
of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however,
that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants
and the Working Capital Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new
Warrants must also bear a restrictive legend.


 


5.3 
Fractional Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result
in the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4 
Service Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 
Warrant Execution and Countersignature. If a physical certificate is issued, the Warrant Agent is hereby authorized to countersign
and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued, pursuant to the provisions of this
Section 5, and the Company, whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed
on behalf of the Company for such purpose.


 




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5.6 
Transfer of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants
on and after the Detachment Date.


 


6. 
Redemption.


 


6.1
Redemption of Warrants for Cash at $0.01 Per Warrant. Subject to Section 6.5 hereof, at any time during the Exercise Period,
the Company may, at its option, redeem all (and not part) of the outstanding Warrants at the office of the Warrant Agent, upon notice
to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price (as defined in Section 6.3
hereof) of $0.01 per Warrant, provided that (a) the last reported sale price of the Common Stock for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the Registered Holders
equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) and (b) there is an effective registration
statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in Section 6.3 below).


 


6.2
Redemption of Warrants for Cash at $0.10 Per Warrant. Subject to Section 6.5 hereof, at any time during the Exercise Period,
the Company may, at its option, redeem all (and not part) of the outstanding Warrants at the office of the Warrant Agent, upon notice
to the Registered Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided
that the last reported sale price of the Common Stock for any 20 trading days within a 30-trading day period ending on the third trading
day prior to the date on which the Company sends the notice of redemption to the Registered Holder equals or exceeds $10.00 per share
(subject to adjustment in compliance with Section 4 hereof) and, if the last reported sale price of the Common Stock for any 20
trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of
redemption to the Registered Holder is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof),
the Private Placement Warrants are also concurrently exchanged on the same terms as the outstanding Public Warrants. During the 30-day
Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to
exercise their Warrants; provided, that any such exercise be on a “cashless basis” and a redeeming Registered Holder will
receive a number of shares of Common Stock determined by reference to the table below, based on the Redemption Date (calculated for purposes
of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined
in this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the
“Redemption Fair Market Value” shall mean the average reported last sale price of the Common Stock for the
ten (10) trading days ending on the third trading day prior to the date on which notice of redemption pursuant to this Section 6.2
is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide
the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period
described above ends.


 


	Redemption Date	 	Redemption Date Fair Market Value of Common Stock	 
	(period to expiration
    of warrants)	 	<10.00	 	 	11.00	 	 	12.00	 	 	13.00	 	 	14.00	 	 	15.00	 	 	16.00	 	 	17.00	 	 	>18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






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The
exact Redemption Fair Market Value and Redemption Date (as defined below) may not be set forth in the table above, in which case, if
the Redemption Fair Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table,
the number of shares of Common Stock to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line
interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later
redemption dates, as applicable, based on a 365- or 366-day year, as applicable.


 


The
share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares of Common
Stock issuable upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of shares
of Common Stock issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column
headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the Warrant
Price after such adjustment and the denominator of which is the Warrant Price immediately prior to such adjustment. In such an event,
the number of shares in the table above shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is
the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the
number of shares deliverable upon exercise of a Warrant as so adjusted. If the Warrant Price is adjusted, (a) in the case of an adjustment
pursuant to Section 4.3.2 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to
such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the
denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices
in the column headings shall equal the share prices immediately prior to such adjustment less the decrease in the Warrant Price pursuant
to such Warrant Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed 0.361
shares of Common Stock per Warrant (subject to adjustment).


 




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6.3
Date Fixed for, and Notice of, Redemption. In the event that the Company elects to redeem all of the Warrants, pursuant to Sections
6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the
“30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have
been duly given whether or not the Registered Holder received such notice. As used in this Agreement, “Redemption Price”
shall mean the price per Warrant at which any Warrants are redeemed pursuant to Section 6.1 or Section 6.2 hereof.


 


6.4
Exercise After Notice of Redemption. The Warrants may be exercised, for cash at any time after notice of redemption pursuant to
Section 6.1 hereof shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption Date.
The Warrants may be exercised only on a “cashless basis” in accordance with Section 6.2 hereof at any time after notice
of redemption pursuant to Section 6.2 hereof shall have been given by the Company pursuant to Section 6.3 hereof and prior
to the Redemption Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive,
upon surrender of the Warrants, the Redemption Price.


 


6.5 
Exclusion of Certain Warrants. The Company agrees that the redemption rights provided in Section 6.1 shall not apply
to the Private Placement Warrants, the Working Capital Warrants or the Post-IPO Warrants (if such Post-IPO Warrants provide that they
are non-redeemable by the Company) if at the time of the redemption such Private Placement Warrants, Working Capital Warrants or Post-IPO
Warrants continue to be held by the Sponsor, the Anchor Investor or any officers or directors of the Company, or any of their Permitted
Transferees, as applicable. However, once such Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants are transferred
(other than to Permitted Transferees under Section 2.6), the Company may redeem the Private Placement Warrants, the Working
Capital Warrants or the Post-IPO Warrants (if the Post-IPO Warrants permit such redemption by their terms) pursuant to Section 6.1
hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private Placement Warrants,
Working Capital Warrants or Post-IPO Warrants to exercise the Private Placement Warrants, the Working Capital Warrants or the Post-IPO
Warrants prior to redemption pursuant to Section 6.1. The Private Placement Warrants, the Working Capital Warrants or the
Post-IPO Warrants (if such Post-IPO Warrants provide that they are non-redeemable by the Company) that are transferred to persons other
than Permitted Transferees shall upon such transfer cease to be Private Placement Warrants, Working Capital Warrants or Post-IPO Warrants
and shall become Public Warrants under this Agreement. The restrictions set forth under this Section 6.5 shall not apply
to redemptions pursuant to Section 6.2 hereof.


 


7. 
Other Provisions Relating to Rights of Holders of Warrants.


 


7.1 
No Rights as Stockholder. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote
or to consent or to receive notice as a stockholder in respect of the meetings of stockholders or the election of directors of the Company
or any other matter.


 


7.2 
Lost, Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated,
or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly
lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 
Reservation of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.


 




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7.4 
Registration of Common Stock; Cashless Exercise at Company’s Option.


 


7.4.1 Registration
of the Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after
the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration statement for
the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants. The Company shall use
its best efforts to cause the same to become effective within 60 Business Days after the closing of the Company’s initial Business
Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration
or redemption of the Warrants in accordance with the provisions of this Agreement. If any such registration statement has not been declared
effective by the 60th Business Day following the closing of the Company’s initial Business Combination, holders of the Warrants
shall have the right, during the period beginning on the 61st Business Day after the closing of the Business Combination and ending upon
such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have
maintained an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise
such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act
(or any successor rule) or another exemption) for that number of shares of Common Stock equal to the lesser of (A) the quotient obtained
by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the “Fair
Market Value” (as defined below) over the Warrant Price by (y) the Fair Market Value and (B) 0.361 per whole Warrant. Solely for
purposes of this subsection 7.4.1, “Fair Market Value” shall mean the average of the last reported last sale prices
of the Common Stock as reported during the ten (10) trading day period ending on the third trading day prior to the date that notice
of exercise is received by the Warrant Agent from the holder of such Warrants or his, her or its securities broker or intermediary. The
date that notice of cashless exercise is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection
with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion
of counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants
on a cashless basis in accordance with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii)
the shares of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who
is not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and, accordingly,
shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of any doubt, unless
and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated to comply with its registration
obligations under the first three sentences of this subsection 7.4.1.


 


7.4.2 Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Public Warrant not listed on a national
securities exchange such that, as a result, the Common Stock does not satisfy the definition of a “covered security” under
Section 18(b)(1) of the Securities Act (or any successor statute), the Company will (i) permit holders of Public Warrants who exercise
Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities
Act (or any successor statute) as described in subsection 7.4.1, provided that exemption from registration is available, and (ii) in
the event the Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for
the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything
in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the shares of Common
Stock issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.


 


8. 
Concerning the Warrant Agent and Other Matters.


 


8.1 
Payment of Taxes. The Company shall from time to time promptly pay all taxes and charges that may be imposed upon the Company
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company
shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 






    15


     


    

 


8.2 
Resignation, Consolidation, or Merger of Warrant Agent.


 


8.2.1 
Appointment of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and
be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company.
If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty
(30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant
(who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply
to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s
cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation organized and existing under
the laws of the State of New York, in good standing and having its principal office in the Borough of Manhattan, City and State of New
York, and authorized under such laws to exercise corporate trust powers and subject to supervision or examination by federal or state
authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties,
and obligations of its predecessor Warrant Agent with like effect as if originally named as Warrant Agent hereunder, without any further
act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the
expense of the Company, an instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor
Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority,
powers, rights, immunities, duties, and obligations.


 


8.2.2 
Notice of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3 
Merger or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant
Agent under this Agreement without any further act.


 


8.3 
Fees and Expenses of Warrant Agent.


 


8.3.1 
Remuneration. The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder
and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2 
Further Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the
carrying out or performing of the provisions of this Agreement.


 


8.4 
Liability of Warrant Agent.


 


8.4.1 
Reliance on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it
necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved
and established by a statement signed by the Chief Executive Officer, Chief Financial Officer, Secretary or Chairman of the Board of
the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good
faith by it pursuant to the provisions of this Agreement.


 


8.4.2 
Indemnity. The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct or bad faith. The
Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct or bad faith.


 




    16


     


    

 


8.4.3 
Exclusions. The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the
validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach
by the Company of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount
of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act
hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common Stock to be
issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be valid and fully paid
and non-assessable.


 


8.5 
Acceptance of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same
upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants
exercised and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of
Common Stock through the exercise of the Warrants.


 


8.6 
Waiver. The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any and all
Claims against the Trust Account and any and all rights to seek access to the Trust Account.


 


9. 
Miscellaneous Provisions.


 


9.1 
Successors. All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall
bind and inure to the benefit of their respective successors and assigns.


 


9.2 
Notices. Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder
of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


CIIG
Capital Partners II, Inc.


40
West 57th Street


29th
Floor


New
York, New York 10019


Attn.:
Gavin Cuneo

Co- Chief Executive Officer


 


in
each case, with copies to:


 


Ellenoff
Grossman & Schole LLP

1345 Avenue of the Americas,

New York, NY10105


Attn.:
Stuart Neuhauser, Esq.

Fax No.: (212) 370-1300


 


and


Ropes
& Gray LLP


1211
Avenue of the Americas


New
York, New York 10036


Attn:
Paul D. Tropp, Esq.


Email:
paul.tropp@ropesgray.com


 




    17


     


    

 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in
writing by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company

1 State Street, 30th Floor


New
York, NY 10004


Attention:
Compliance Department


 


9.3 
Applicable Law. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by 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. The Company hereby agrees that any action, proceeding or claim against it arising out of or
relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive forum
for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts
represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce
any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America
are the sole and exclusive forum.


 


Any
person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented
to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions
above, is filed in a court other than a court located within the State of New York or the United States District Court for the Southern
District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed
to have consented to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United
States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum
provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any
such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4 
Persons Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person
or corporation other than the parties hereto and the Registered Holders of the Warrants and, for purposes of Sections 7.4, 9.4 and 9.8,
the Representatives, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise,
or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole
and exclusive benefit of the parties hereto and, for purposes of Sections 7.4, 9.4 and 9.8, the Representatives, and their successors
and assigns and of the Registered Holders of the Warrants.


9.5 
Examination of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the
Warrant Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 
Counterparts. This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts
shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7 
Effect of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect
the interpretation thereof.


 




    18


     


    

 


9.8 
Amendments. This Agreement may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose
of curing any ambiguity, or curing, correcting or supplementing any mistake, including to confirm the provisions of this Agreement to
the description of the terms of the Warrants and this Agreement set forth in the Prospectus, or any defective provision contained herein
or adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem
necessary or desirable and that the parties deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide
for the delivery of Alternative Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase
the Warrant Price or shorten the Exercise Period, shall require the vote or written consent of the Registered Holders of at least 50%
of the then outstanding Public Warrants. Any amendment solely to the Private Placement Warrants or the Working Capital Warrants shall
require the vote or written consent of a majority of the holders of the then outstanding Private Placement Warrants or the Working Capital
Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant
to Sections 3.1 and 3.2, respectively, without the consent of the Registered Holders.


 


9.9 
Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof
shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any
such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


Exhibit A
Form of Warrant Certificate


 


Exhibit B
Legend — Private Placement Warrants


  




    19


     


    

  


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	CIIG CAPITAL PARTNERS II, INC.
	 	 
	 	By:	 
	 	Name:	Gavin Cuneo
	 	Title:	Co-Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name: 	 
	 	Title:	Vice President


 


[Signature
Page to Warrant Agreement]


 




    20


     


    

 


EXHIBIT
A


 


[FACE]


 


Number


 


Warrants


 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


CIIG
CAPITAL PARTNERS II, INC.

 Incorporated Under the Laws of the State of Delaware


 


CUSIP
12561U 117


 


Warrant
Certificate


 


This
Warrant Certificate certifies that                      ,
or registered assigns, is the registered holder of                        
warrant(s) evidenced hereby (the “Warrants” and each, a “Warrant”) to purchase
shares of Class A common stock, $0.0001 par value per share (“Common Stock”), of CIIG Capital Partners
II, Inc., a Delaware corporation (the “Company”).  Each Warrant entitles the holder, upon exercise during
the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable
shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant
to the Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Warrant
Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office
or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.  Defined
terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable share of Common Stock.  No fractional shares will be
issued upon exercise of any Warrant. If, upon the exercise of a Warrant, a holder would be entitled to receive a fractional interest
in a share of Common Stock, the Company will, upon exercise, round down to the nearest whole number of the number of shares of Common
Stock to be issued to the holder. The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment
upon the occurrence of certain events set forth in the Warrant Agreement.


 


The
initial Exercise Price per share of Common Stock for any Warrant is equal to $11.50 per share.  The Exercise Price is subject to
adjustment upon the occurrence of certain events set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become void.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard
to conflicts of laws principles thereof.


 


	 	CIIG CAPITAL PARTNERS II, INC. 
	 	 
	 	By:	 
	 	Name: 	                     
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 


 




    A-1


     


    

 


[Form of
Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive            
shares of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of             ,
2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer &
Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby
incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation
of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder) of the Warrants.  A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the Company.  Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement.  The holder of Warrants evidenced by
this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth
hereon properly completed and executed, together with payment of the Exercise Price as specified in the Warrant Agreement (or through
“cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. 
In the event that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number
of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing
the number of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a
prospectus thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for
in the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of
the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted.  If, upon exercise of a Warrant, the
holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round
down to the nearest whole number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in
exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax
or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.  Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of
the Company.


 




    A-2


     


    

 


Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive     
shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of CIIG Capital Partners II, Inc. (the
“Company”) in the amount of $         in accordance with the terms
hereof.  The undersigned requests that a certificate for such shares of Common Stock be registered in the name of        ,
whose address is          and that such shares of Common Stock be delivered to     
      whose address is              . 
If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of              ,
whose address is                and that such Warrant
Certificate be delivered to             , whose address
is                .


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.1 or 6.2 of the
Warrant Agreement and the Company has required cashless exercise pursuant to Section 6.4 of the Warrant Agreement,
the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.4 of
the Warrant Agreement.


 


In
the event that the Warrant is a Private Placement Warrant or a Working Capital Warrant that is to be exercised on a “cashless”
basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that this Warrant
is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement,
the number of shares of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4
of the Warrant Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of shares of Common Stock that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant
Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant
Agreement, to receive shares of Common Stock.  If said number of shares of Common Stock is less than all of the shares of Common
Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing
the remaining balance of such shares of Common Stock be registered in the name of            ,
whose address is                   and that such Warrant
Certificate be delivered to                , whose address
is               .


 


[Signature
Page Follows]


 




    A-3


     


    

 


	Date:         
    , 20	 
	 	(Signature)
	 	 
	 	 
	 	 
	 	 
	 	(Address)
	 	 
	 	 
	 	(Tax Identification Number)
	 	 
	Signature Guaranteed:	 
	 	 
	 	 


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


  




    A-4


     


    

 


EXHIBIT B


 


PRIVATE
PLACEMENT WARRANTS LEGEND


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL
LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG CIIG CAPITAL PARTNERS II, INC. (THE “COMPANY”), CIIG
MANAGEMENT II LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR
TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN
SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT
AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE
ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 


 


 B-1