Exhibit 10.4


 


CIIG Capital Partners II, Inc. 


40 West 57th Street, 29th Floor


New York, New York 10019


 


September 14, 2021


 


CIIG Management II LLC


40 West 57th Street, 29th Floor


New York, New York 10019


 


Re: Administrative Support
Agreement


 


Ladies and Gentlemen:


 


This letter agreement by and between CIIG Capital
Partners II, Inc. (the “Company”) and CIIG Management II LLC (the “Sponsor”), dated as of the date hereof, will
confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing
Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the
“Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination
or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to
as the “Termination Date”):


 


(i) The Sponsor shall make available, or cause
to be made available, to the Company, at 40 West 57th Street, 29th Floor, New York, New York 10019 (or any successor location
of the Sponsor), certain office space, utilities and secretarial and administrative support as may be reasonably required by the Company.
In exchange therefor, the Company shall pay to the Sponsor the sum of $10,000 per month on the Listing Date and continuing monthly thereafter
until the Termination Date; and


 


(ii) The Sponsor hereby irrevocably waives any
and all right, title, interest, causes of action and claims of any kind as a result of, or arising out of, this letter agreement (each,
a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established
for the benefit of the public stockholders of the Company and into which substantially all of the proceeds of the Company’s initial
public offering will be deposited (the “Trust Account”) as a result of, or arising out of, this letter agreement, and hereby
irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect the Trust Account
or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment or satisfaction of
any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.


 


This letter agreement constitutes the entire agreement
and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby.


 


This letter agreement may not be amended, modified
or waived as to any particular provision, except by a written instrument executed by the parties hereto.


 


No party hereto may assign either this letter agreement
or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any purported assignment
in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the
purported assignee.


 


This letter agreement constitutes the entire relationship
of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or equity) shall be governed
by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without giving effect to its choice of
law principles.


 


[Signature Page Follows]


 



    


    


    

 





	 	Very truly yours,
	 	 
	 	CIIG CAPITAL PARTNERS II, INC. 
	 	 	 
	 	By:	 /s/ Gavin Cuneo
	 	 	Name:	 Gavin Cuneo
	 	 	Title:	 Co- Chief Executive Officer


 


AGREED TO AND ACCEPTED BY:


 


CIIG MANAGEMENT II LLC


 


	By:	 /s/ Gavin Cuneo	 
	 	Name: Gavin Cuneo	 
	 	Title:   Managing Member	 


 


[Signature Page to Administrative Support Agreement]