Exhibit 10.5


 


PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT


 


THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT,
dated as of September 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between
CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and CIIG Management II LLC, a Delaware limited
liability company (the “Purchaser”).


 


WHEREAS, the Company intends to consummate a public
offering of the Company’s units (the “Public Offering”), each unit consisting of one share of the Company’s
Class A common stock, par value $0.0001 per share (a “Share”), and one-half of one redeemable warrant, each whole
warrant exercisable for one Share at an exercise price of $11.50 per Share, as set forth in the Company’s registration statement
on Form S-1 related to the Public Offering (the “Registration Statement”); and


 


WHEREAS, the Purchaser has agreed to purchase from
the Company an aggregate of 8,958,333 warrants (or up to 10,052,083 warrants if the over-allotment option in connection with the Public
Offering is exercised in full) (the “Sponsor Warrants”), each Sponsor Warrant entitling the holder to purchase one
Share at an exercise price of $11.50 per Share.


 


NOW THEREFORE, in consideration of the mutual promises
contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties to this Agreement hereby, intending legally to be bound, agree as follows:


 


AGREEMENT


 


Section 1. Authorization, Purchase and Sale; Terms of the Sponsor
Warrants.


 


A. Authorization of the Sponsor Warrants.
The Company has duly authorized the issuance and sale of the Sponsor Warrants to the Purchaser.


 


B. Purchase and Sale of the Sponsor Warrants.


 


(i) As payment in full for the 8,958,333 Sponsor
Warrants being purchased under this Agreement, Purchaser shall pay $8,958,333 (the “Purchase Price”), by wire transfer
of immediately available funds or by such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust
Account”) at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust
Company, acting as trustee, at least one (1) business day prior to the date of effectiveness of the Registration Statement.


 


(ii) In the event that the over-allotment option
is exercised in full or in part, Purchaser shall purchase up to an additional 1,093,750 Sponsor Warrants (the “Additional Sponsor
Warrants”), in the same proportion as the amount of the over-allotment option that is exercised, and simultaneously with such
purchase of Additional Sponsor Warrants, as payment in full for the Additional Sponsor Warrants being purchased hereunder, and at least
one (1) business day prior to the closing of all or any portion of the over-allotment option, Purchaser shall pay $1.00 per Additional
Sponsor Warrant, up to an aggregate amount of $1,093,750, by wire transfer of immediately available funds or by such other method as may
be reasonably acceptable to the Company, to the Trust Account.


 


(iii) The closing of the purchase and sale of the
Sponsor Warrants shall take place simultaneously with the closing of the Public Offering (the “Initial Closing Date”).
The closing of the purchase and sale of the Additional Sponsor Warrants, if applicable, shall take place simultaneously with the closing
of all or any portion of the over-allotment option (such closing date, together with the Initial Closing Date, the “Closing Dates”
and each, a “Closing Date”). The closing of the purchase and sale of each of the Sponsor Warrants and the Additional
Sponsor Warrants shall take place at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, New York, New
York, 10105, or such other place as may be agreed upon by the parties hereto.


 






     


     


    

 


C. Terms of the Sponsor Warrants.


 


(i) The Sponsor Warrants shall have their terms
set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (a “Warrant
Agreement”).


 


(ii) At or prior to the time of the Initial Closing
Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”)
pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Sponsor Warrants and the Shares
underlying the Sponsor Warrants.


 


Section 2. Representations and Warranties of the Company. 
As a material inducement to the Purchaser to enter into this Agreement and purchase the Sponsor Warrants, the Company hereby represents
and warrants to the Purchaser (which representations and warranties shall survive the Closing Dates) that:


 


A. Organization and Corporate Power. The
Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is qualified
to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect
on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority
necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.


 


B. Authorization; No Breach.


 


(i) The execution, delivery and performance
of this Agreement and the Sponsor Warrants have been duly authorized by the Company as of the Closing Dates. This Agreement constitutes
a valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in accordance with, and payment
pursuant to, the terms of the Warrant Agreement and this Agreement, the Sponsor Warrants will constitute valid and binding obligations
of the Company, enforceable in accordance with their terms as of the Closing Dates.


 


(ii) The execution and delivery by the Company
of this Agreement and the Sponsor Warrants, the issuance and sale of the Sponsor Warrants, the issuance of the Shares upon exercise of
the Sponsor Warrants and the fulfillment of, and compliance with, the respective terms hereof and thereof by the Company, do not and will
not as of the Closing Dates (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute
a default under, (c) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s capital
stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other
action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency pursuant to the certificate
of incorporation or the bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated
Public Offering), or any material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment
or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.


 


C. Title to Securities. Upon issuance in
accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Sponsor Warrants will be duly and validly issued
and the Shares issuable upon exercise of the Sponsor Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance
in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Sponsor
Warrants and the Shares issuable upon exercise of such Sponsor Warrants, free and clear of all liens, claims and encumbrances of any kind,
other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions
under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.


 


D. Governmental Consents. No permit, consent,
approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution,
delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.


 






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Section 3. Representations and Warranties of the Purchaser. As
a material inducement to the Company to enter into this Agreement and issue and sell the Sponsor Warrants to the Purchaser, the Purchaser
hereby represents and warrants to the Company (which representations and warranties shall survive the Closing Dates) that:


 


A. Organization and Requisite Authority.
The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


B. Authorization; No Breach.


 


(i) This Agreement constitutes a valid and binding
obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles
(whether considered in a proceeding in equity or law).


 


(ii) The execution and delivery by the Purchaser
of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of the Closing
Dates conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement, instrument, order,
judgment or decree to which the Purchaser is subject.


 


C. Investment Representations.


 


(i) The Purchaser is acquiring the Sponsor
Warrants and, upon exercise of the Sponsor Warrants, the Shares issuable upon such exercise (collectively, the “Securities”),
for the Purchaser’s own account, for investment purposes only and not with a view towards, or for resale in connection with, any
public sale or distribution thereof.


 


(ii) The Purchaser is an “accredited
investor” as such term is defined in Rule 501(a)(3) of Regulation D of the Securities Act of 1933, as amended (the
“Securities Act”), and such Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d)
of Regulation D under the Securities Act.


 


(iii) The Purchaser understands that the Securities
are being offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal
and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance with, the
representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility
of the Purchaser to acquire such Securities.


 


(iv) The Purchaser did not enter into this
Agreement as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities
Act.


 


(v) The Purchaser has been furnished with
all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities
which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the executive officers
and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has
sought such accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to the
acquisition of the Securities.


 


(vi) The Purchaser understands that no United
States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement
of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities passed
upon or endorsed the merits of the offering of the Securities.


 






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(vii) The Purchaser understands that: (a) the
Securities have not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for
sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption therefrom;
and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under
any obligation to register the Securities under the Securities Act or any state securities laws or to comply with the terms and conditions
of any exemption thereunder. While such Purchaser understands that Rule 144 under the Securities Act is not available for the resale of
securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at
any time previously a shell company, such Purchaser understands that Rule 144 includes an exception to this prohibition if the following
conditions are met: (i) the issuer of the securities that was formerly a shell company has ceased to be a shell company; (ii) the issuer
of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”); (iii) the issuer of the securities has filed all Exchange Act reports and material required to be
filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials),
other than Form 8-K reports; and (iv) at least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.


 


(viii) The Purchaser has such knowledge and
experience in financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies
in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the Securities and is
able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time.
The Purchaser has adequate means of providing for its current financial needs and contingencies and will have no current or anticipated
future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of
its investment in the Securities.


 


Section 4. Conditions of the Purchaser’s
Obligations. The obligations of the Purchaser to purchase and pay for the Sponsor Warrants are subject to the fulfillment,
on or before the Closing Dates, of each of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Company contained in Section 2 shall be true and correct at and as of the Closing Dates
as though then made.


 


B. Performance. The Company shall have
performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or
complied with by it on or before the Closing Dates.


 


C. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant Agreement and Registration Rights
Agreement. The Company shall have entered into a Warrant Agreement with a warrant agent (the “Warrant Agreement”)
and the Registration Rights Agreement, each on terms satisfactory to the Purchaser.


 


E. Corporate Consents. The Company shall
have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant
Agreement and the issuance and sale of the Sponsor Warrants hereunder.


 






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Section 5. Conditions of the Company’s Obligations. The
obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before the Closing Dates, of each
of the following conditions:


 


A. Representations and Warranties.
The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of the Closing Dates
as though then made.


 


B. Performance. The Purchaser shall
have performed and complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed
or complied with by the Purchaser on or before the Closing Dates.


 


C. No Injunction. No litigation, statute,
rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any
court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated
hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.


 


D. Warrant Agreement and Registration Rights
Agreement. The Company shall have entered into the Warrant Agreement and the Registration Rights Agreement.


   


E. Corporate Consents. The Company shall
have obtained the consent of its Board of Directors authorizing the execution, delivery and performance of this Agreement and the Warrant
Agreement and the issuance and sale of the Sponsor Warrants hereunder.


 


Section 6. Termination. This Agreement may be terminated
at any time after December 31, 2021 upon the election by either the Company or a Purchaser entitled to purchase a majority of the
Sponsor Warrants upon written notice to the other parties if the closing of the Public Offering does not occur prior to such date.


 


Section 7. Survival of Representations and Warranties. All
of the representations and warranties contained herein shall survive the Closing Dates.


 


Section 8. Definitions. Terms used but not otherwise
defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.


 






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Section 9. Miscellaneous.


 


A. Successors and Assigns. Except as
otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto
shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not. Notwithstanding the
foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates
thereof.


 


B. Severability. Whenever possible,
each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision
of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of this Agreement.


 


C. Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. In the event that any signature is
delivered by facsimile transmission or by e-mail delivery of a “pdf” format data file, such signature shall create a
valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “pdf” signature page were an original thereof.


 


D. Descriptive
Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a
substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather
than by limitation.


 


E. Governing Law.
This Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be construed
in accordance with the internal laws of the State of Delaware.


 


F. Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all
parties hereto.


 


[Signature page follows]


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement to be effective as of the date first set forth above.


  


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


 


	CIIG MANAGEMENT II LLC	 
	 	 
	By:	/s/ Gavin Cuneo	 
	 	Name: Gavin Cuneo	 
	 	Title: Managing Member	 


 


 


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