Exhibit
10.1


 


September
14, 2021


 


CIIG
Capital Partners II, Inc.


40
West 57th Street


29th
Floor


New
York, New York 10019


 


Re:
Initial Public Offering


 


Gentlemen:


 


This
letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the
“Underwriting Agreement”) to be entered into by and among CIIG Capital Partners II, Inc., a Delaware corporation
(the “Company”) and UBS Securities LLC and Barclays Capital Inc., as representatives (the “Representatives”)
of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”),
relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s
units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”),
each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof
to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering
pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company
with the Securities and Exchange Commission (the “Commission”) and the Units have been approved to be listed
on the Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, CIIG Management II LLC (the
“Sponsor”) and each of the undersigned individuals, each of whom is a member of the Company’s board of
directors and/or management team (each, an “Insider” and collectively, the “Insiders”),
hereby agrees with the Company as follows:


 


1.
The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then in connection
with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor
of any proposed Business Combination and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such
stockholder approval. If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees
that it, he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer. 


 


2.
The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within 18 months
from the closing of the Public Offering, or by such later date as may be extended in accordance with the Company’s amended and
restated certificate of incorporation, as it may be amended from time to time (the “Charter”), the Sponsor
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds therefor,
redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (as defined below), including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares, which redemption will completely
extinguish all Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if
any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the
Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements of applicable
law. The Sponsor and each Insider agrees not to propose any amendment to the Charter to modify (i) the substance or timing of the ability
of holders of Offering Shares to seek redemption in connection with a Business Combination or amendments to the Charter prior thereto
or (ii) (A) the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination
within such time set forth in the Charter or (B) any other provisions relating to stockholders’ rights or pre-initial Business
Combination activity, unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock
upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes,
divided by the number of then outstanding Offering Shares. 


 






     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies held
in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the Founder Shares
held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him
or her, if any, whether acquired now or hereafter, any redemption rights it, he or she may have in connection with the consummation of
a Business Combination or amendments to the Charter prior thereto, including, without limitation, any such rights available in the context
of a stockholder vote to approve such Business Combination or a stockholder vote to approve an amendment to the Charter to modify (i)
(A) the substance or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company has not consummated
a Business Combination within 18 months from the closing of the Public Offering or such later date as may be extended in accordance with
the Charter by a deposit of proceeds of additional loans by the Sponsor into the Trust Account or (B) any other provisions relating to
stockholders’ rights or pre-initial Business Combination activity or (ii) in the context of a tender offer made by the Company
to purchase shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption
and liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within 18 months from the closing of the Public Offering or such later date as may be extended in accordance with the Charter by a deposit
of proceeds of additional loans by the Sponsor into the Trust Account). 


 


3.
During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor and
each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract or agree to
sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish
or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the
Commission promulgated thereunder, with respect to any Units, shares of Capital Stock, Warrants or any securities convertible into, or
exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Units, shares of Capital Stock,
Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior
to the effective date of any release or waiver of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company shall
announce the impending release or waiver by press release through a major news service at least two business days before the effective
date of the release or waiver. Any release or waiver granted shall only be effective two business days after the publication date of
such press release. The provisions of this paragraph will not apply if (i) the release or waiver is effected solely to permit a
transfer of securities that is not for consideration and (ii) the transferee has agreed in writing to be bound by the same terms
described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.


 


4.
In the event of the liquidation of the Trust Account, the Sponsor (which for purposes of clarification shall not extend to any other
shareholders, members or managers of the Sponsor) agrees to indemnify and hold harmless the Company against any and all loss, liability,
claim, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating,
preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) to which the Company may become
subject as a result of any claim by (i) any third party (other than the Company’s independent accountants) for services rendered
or products sold to the Company or (ii) a prospective target business with which the Company has entered into a letter of intent,
confidentiality or other similar agreement for a Business Combination agreement (a “Target”); provided,
however, that such indemnification of the Company by the Sponsor shall apply only to the extent necessary to ensure that such
claims by a third party for services rendered (other than the Company’s independent public accountants) or products sold to the
Company or a Target do not reduce the amount of funds in the Trust Account to below (i) $10.15 per Offering Share or (ii) such
lesser amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions
in the value of the trust assets, in each case, net of the amount of interest earned on the property in the Trust Account which may be
withdrawn to pay taxes, except as to any claims by a third party (including a Target) who executed a waiver of any and all rights to
seek access to the Trust Account (whether or not such waiver is enforceable) and except as to any claims under the Company’s indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended. In the event that
any such executed waiver is deemed to be unenforceable against such third party, the Sponsor shall not be responsible to the extent of
any liability for such third party claims. The Sponsor shall have the right to defend against any such claim with counsel of its choice
reasonably satisfactory to the Company if, within 15 days following written receipt of notice of the claim to the Sponsor, the Sponsor
notifies the Company in writing that it shall undertake such defense. 


  






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5.
To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units within
45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000 minus the
number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator of which
is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by the Underwriters
so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding shares of Capital Stock
after the Public Offering.


 


6.
The Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably injured
in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and
9 of this Letter Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching
party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in law or in equity, in the event
of such breach.


 


7.
(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business Combination
or (B) subsequent to the Company’s initial Business Combination, (x) if the last sale price of the Common Stock equals or
exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 150 days after the consummation of the Company’s initial Business
Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar
transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash,
securities or other property (the “Founder Shares Lock-up Period”).


 


(b)
The Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants at all, except as set forth
in paragraph 7(c) (or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants until 30 days after
the completion of a Business Combination, so long as a registration statement covering such shares of Common Stock is effective or an
exemption from registration exists; the “Private Placement Warrants Lock-up Period”, together with the Founder
Shares Lock-up Period, the “Lock-up Periods”).


 


(c)
Notwithstanding the provisions set forth in paragraphs 7(a) and (b), Transfers of the Founder Shares and Private Placement Warrants
and shares of Common Stock issued or issuable upon the exercise or conversion of the Founder Shares and that are held by the Sponsor,
any Insider or any of their permitted transferees (that have complied with this paragraph 7(c)), are permitted (a) to the Company’s
officers or directors, any affiliates or family members of any of the Company’s officers or directors, any affiliates of the Sponsor
or the Anchor Investor, any members of the Sponsor or the Anchor Investor, or any of their affiliates, officers, directors, 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, transfers by virtue of laws of descent and distribution upon death of the individual; (d) in
the case of an individual, transfers pursuant to a qualified domestic relations order; (e) by private sales or transfers made in
connection with the consummation of a Business Combination at prices no greater than the price at which the securities were originally
purchased; (f) in the event of the Company’s liquidation prior to the completion of an 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
and (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 permitted transferees
must enter into a written agreement agreeing to be bound by the restrictions herein. 


 


(d)
The shares of Common Stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until
the date the Private Placement Warrants are exercisable, so long as a registration statement covering such shares of Common Stock is
effective or an exemption from registration exists.  


 






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8.
The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership in any securities
or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. Each
Insider’s biographical information furnished to the Company (including any such information included in the Prospectus) is true
and accurate in all respects and does not omit any material information with respect to the Insider’s background. The Sponsor and
each Insider’s questionnaire furnished to the Company is true and accurate in all respects. The Sponsor and each Insider represents
and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or
order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he
or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not currently
a defendant in any such criminal proceeding.


 


9.
Except as disclosed in the Prospectus, neither the Sponsor nor any Insider nor any affiliate of the Sponsor or any Insider, nor any director
or officer of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of
any repayment of a loan or other compensation prior to, or in connection with any services rendered in order to effectuate the consummation
of the Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following, none
of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination: repayment
of a loan and advances up to an aggregate of $300,000 made to the Company by the Sponsor; payment to the Sponsor for office space, utilities
and secretarial and administrative support for a total of $10,000 per month; reimbursement for any out-of-pocket expenses related to
identifying, investigating and consummating an initial Business Combination; repayment of loans made by the Sponsor (or its designees)
to extend the Company’s existence from 18 months to 24 months, if any, as described in the Charter, provided, that,
if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may
be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment and further
provided that such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender, which warrants
would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period; and repayment
of loans, if any, and on such terms as to be determined by the Company from time to time, made by the Sponsor or any of the Company’s
officers or directors to finance transaction costs in connection with an intended initial Business Combination, provided, that,
if the Company does not consummate an initial Business Combination, a portion of the working capital held outside the Trust Account may
be used by the Company to repay such loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to
$1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants
would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


10.
The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without limitation,
any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter Agreement and, as
applicable, to serve as an officer and/or a director of the Company and hereby consents to being named in the Prospectus as an officer
and/or a director of the Company.


 






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11.
As used herein, (i) “Anchor Investor” shall mean certain funds and accounts managed by subsidiaries of Black
Rock, Inc.; (ii) “Business Combination” shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination, involving the Company and one or more businesses; (iii) “Capital
Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iv) “Founder Shares”
shall mean the 7,187,500 shares of the Company’s Class B common stock, par value $0.0001 per share, held by the Sponsor (up
to an aggregate of 937,500 shares of which are subject to complete or partial forfeiture by the Sponsor if the over-allotment option
is not exercised in full by the Underwriters); (v) “Initial Stockholders” shall mean the Sponsor and any
other holder of Founder Shares immediately prior to the Public Offering; (vi) “Private Placement Warrants”
shall mean the warrants to purchase up to an aggregate 10,750,000 shares of Common Stock of the Company (or 12,062,500 shares of Common
Stock if the over-allotment option is exercised in full) that the Sponsor and the Anchor Investor have agreed to purchase for an aggregate
purchase price of $10,750,000 in the aggregate (or $12,062,500 if the over-allotment option is exercised in full), or $1.00 per warrant,
in a private placement that shall occur simultaneously with the consummation of the Public Offering; (vii) “Public Stockholders”
shall mean the holders of securities issued in the Public Offering; (viii) “Trust Account” shall mean
the trust fund into which a portion of the net proceeds of the Public Offering and the sale of the Private Placement Warrants (and, if
applicable, any extension loans, as described in the Charter) shall be deposited; and (ix) “Transfer”
shall mean the (a) sale or assignment of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option
to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent
position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange
Act and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security,
whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of
any intention to effect any transaction specified in clause (a) or (b).  


 


12.
This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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 changed,
amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument
executed by all parties hereto.


 


13.
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written
consent of the other parties. 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 shall be binding on the Sponsor and each
Insider and their respective successors, heirs and assigns and permitted transferees.


 


14.
Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise or agreement
hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall be for the sole and
exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and permitted transferees.


 


15.
This Letter 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.


 


16.
This Letter 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 Letter 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 Letter Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


17.
This Letter Agreement shall be governed by and construed and enforced in accordance with 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 parties
hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this Letter Agreement
shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably submit to such jurisdiction and
venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive jurisdiction and venue or
that such courts represent an inconvenient forum.


 


18.
Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or facsimile transmission.


 


19.
This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of
the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not consummated
by December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.


 






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	 	Sincerely,

	 	 	 
	 	CIIG MANAGEMENT II LLC
	 	 	 
	 	By:	/s/
    Gavin Cuneo
	 	Name:  	Gavin Cuneo
	 	Title:	Managing Member
	 	 	 
	 	By:	/s/
    F. Peter Cuneo
	 	Name:	F. Peter Cuneo
	 	 	 
	 	By:	/s/
    Gavin Cuneo
	 	Name:	Gavin Cuneo
	 	 	 
	 	By:	/s/
    Michael Minnick
	 	Name:	Michael Minnick
	 	 	 
	 	By:	/s/
    David Flowers
	 	Name:	David Flowers
	 	 	 
	 	By:	/s/
    Kenneth P. West
	 	Name:	Kenneth P. West
	 	 	 
	 	By:	/s/
    Kristen M. O’Hara
	 	Name:	Kristen M. O’Hara
	 	 	 
	 	By:	/s/
    Chris Rogers
	 	Name:	Chris Rogers


 


and
Agreed:


 


CIIG
CAPITAL PARTNERS II, INC.


 


	By: 	/s/ Gavin Cuneo	 
	Name:	Gavin Cuneo	 
	Title:	Co-Chief Executive Officer	 


 


[Signature
Page to Letter Agreement]


 


 


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