Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of September 14, 2021 by and
between CIIG Capital Partners II, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer
& Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-254078 (the “Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists 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 entitling the holder thereof to purchase one share
of Common Stock (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with UBS Securities LLC
and Barclays Capital Inc. as representatives (the “Representatives”) of the several underwriters (the “Underwriters”)
named therein;


 


WHEREAS,
if a Business Combination (as defined herein) is not consummated within the initial 18 month period following the closing of the Offering,
upon the request of the Sponsor, the Company may extend such period by an additional six months for a total of up to 24 months, subject
to the Company’s sponsor (the “Sponsor”) or its affiliates or permitted designees depositing $2,500,000
(or up to $2,875,000 if the Underwriters’ over-allotment option is exercised in full) into the Trust Account no later than the
18 month anniversary of the Offering (the “Deadline”) for such extension (the “Extension”),
in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for such Extension payable upon consummation
of a Business Combination; and


 


WHEREAS,
as described in the Prospectus, $253,750,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined
in the Underwriting Agreement) (or $291,812,500 if the Underwriters’ over-allotment option is exercised in full) and the proceeds
from any loans in connection with an Extension will be delivered to the Trustee to be deposited and held in a segregated trust account
located at all times in the United States (the “Trust Account”) for the benefit of the Company and the holders
of the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and
any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders for whose
benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,” and the Public
Stockholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to $8,750,000, or $10,062,500 if the Underwriters’ over-allotment
option is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to
the Underwriters upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred
Discount”); and


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall
hold the Property.


 


NOW
THEREFORE, IT IS AGREED:


 


1.
Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
in the United States at J.P. Morgan Chase Bank, N.A., (or at another U.S. chartered commercial bank with consolidated assets of $100
billion or more), and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 






     


     


    




 


(c) In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or
any successor rule), which invest only in direct U.S. government treasury obligations, as determined by the Company; the Trustee may
not invest in any other securities or assets, it being understood that the Trust Account will earn no interest while account funds are
uninvested awaiting the Company’s instructions hereunder; while the account funds are invested or uninvested, the Trustee may earn
bank credits or other consideration;


 


(d) Collect
and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A
or Exhibit B, as applicable, signed on behalf of the Company by any one of its Co-Chief Executive Officers, Secretary
or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not previously
released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution expenses),
only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later
of (i) 18 months after the closing of the Offering, (ii) such later date upon an Extension effectuated pursuant to the terms hereof
and (iii) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended
and restated certificate of incorporation, if a Termination Letter has not been received by the Trustee prior to such date, in which
case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B
and the Property in the Trust Account, including interest not previously released to the Company to pay its taxes (less up to $100,000
of interest that may be released to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record
as of such date; It is acknowledged and agreed that there should be no reduction in the principal amount per share initially deposited
in the Trust Account;


 


(j) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C,
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company
to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
shall forward such payment to the relevant taxing authority; provided, however, that to the extent there is not sufficient
cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated
by the Company in writing to make such distribution so long as there is no reduction in the principal amount per share initially deposited
in the Trust Account; provided, further, that if the tax to be paid is a franchise tax, the written request by the Company
to make such distribution shall be accompanied by a copy of the franchise tax bill from the State of Delaware for the Company and a written
statement from the principal financial officer of the Company setting forth the actual amount payable. The written request of the Company
referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property
shall not be payable from the Trust Account);


 






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(k) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D,
the Trustee shall distribute to the Public Stockholders of record as of such date the amount requested by the Company to be used to redeem
shares of Common Stock from Public Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the
Company’s amended and restated certificate of incorporation (a) to modify the substance or timing of the ability of Public
Stockholders to seek redemption in connection with an initial Business Combination or the Company’s obligation to redeem 100% of
its public shares of Common Stock if the Company has not consummated an initial Business Combination within such time as is described
in the Company’s amended and restated certificate of incorporation or (b) with respect to any other provisions relating to
stockholders’ rights or pre-initial Business Combination activity. The written request of the Company referenced above shall constitute
presumptive evidence that the Company is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond
said request; and


 


(l) Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k) above.


 


(m)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto at
least five business days prior to the Deadline, signed on behalf of the Company by an executive officer, and receipt of the dollar amount
specified in the Extension Letter on or prior to the Deadline, follow the instructions set forth in the Extension Letter.


 


2.
Agreements and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by any one of the Company’s Chairman of the Board, Co-Chief Executive
Officers, or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which
it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and
in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim
or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any
interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding,
pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing
of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct
and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with
respect to the selection of counsel, which consent shall not be unreasonably withheld or delayed. The Trustee may not agree to settle
any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld or delayed.
The Company may participate in such action with its own counsel;


 


(c) Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction
processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property
shall not be used to pay such fees unless and until the consummation of the Business Combination (as defined below). The Company shall
pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall
refund to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c),
Schedule A and as may be provided in Section 2(b) hereof;


 






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(d) In
connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
stockholders regarding such Business Combination;


 


(e) Provide
the Representatives with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same; 


 


 


(f) Unless
otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the
Trust Account to the Company or any other person;


 


(g) Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make
any distributions that are not permitted under this Agreement; and


 


(h) Within
four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than
$8,750,000.


 


(i)
If applicable, issue a press release at least three days prior to the Deadline announcing that, at least five days prior to the Deadline,
the Company received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending the Deadline
and the Board has approved such Extension.


 


(j)
Promptly following the Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination has been extended.


 


3.
Limitations of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of any kind
with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided herein to
do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 






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(f) The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in
good faith and in the Trustee’s reasonable best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or
other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth
and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine
and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver,
modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered
to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give
its prior written consent thereto;


 


(g) Verify
the accuracy of the information contained in the Registration Statement;


 


(h) Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated by
the Registration Statement;


 


(i) File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written statements
to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities relating
to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to,
franchise and income tax obligations, except pursuant to Section 1(j) hereof; or


 


 


(k) Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) and
1(k) hereof.


 


4.
Trust Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the Company
and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.
Termination. This Agreement shall terminate as follows:


 


(a) If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time
that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the
transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided,
however, that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation
notice from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from
any liability whatsoever; or


 


(b) At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions of
Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 






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6.
Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to such security procedures
to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee shall
rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying information
relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 


(b) This
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. This Agreement may
be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute
but one instrument.


 


(c) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. This Agreement
or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by
each of the parties hereto.


 


 


(d) This
Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof with the
Consent of the Stockholders, it being the specific intention of the parties hereto that each of the Company’s stockholders is,
and shall be, a third party beneficiary of this Section 6(d) with the same right and power to enforce this Section 6(d) as
the other parties hereto. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that either (i) the
Company’s stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General
Corporation Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of
all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together
as a single class, have voted in favor of such change, amendment or modification, or (ii) the Company’s stockholders of record
as of the record date who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B common
stock, par value $0.0001 per share, of the Company voting together as a single class, have delivered to such entity a signed writing
approving such change, amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his
election to redeem his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance
or timing of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business
Combination within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any
liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the
certification from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the
proposed amendment in reliance thereon.


 


(e) The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New York,
for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT,
EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(f) Any
notice, consent or request to be given in connection with any of the terms or provisions of this 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 by facsimile
or email transmission:


 


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com

cgonzalez@continentalstock.com


 






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if
to the Company, to:


 


CIIG
Capital Partners II, Inc.


40
West 57th Street


29th
Floor


New
York, New York 10019


Attn.:
Gavin Cuneo


Email:
Gavin@cuneoco.com





 


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


Email:sneuhauser@egsllp.com


 


and


 


UBS
Securities LLC

1285 Avenue of the Americas


New
York, NY 10019


Attn.:
Tom Schadewald

Email: Thomas.schadewald@ubs.com


 


and


 


Barclays
Capital Inc.


745
Seventh Avenue


New
York, NY 10019


Fax
No.: (212)412-7300


Attn:
Director of Litigation, Office of the General Counsel


 


and


 


Ropes
& Gray LLP


1211
Avenue of the Americas


New
York, New York 10036-8704


Attn:
Paul D. Tropp, Esq.


Email:
paul.tropp@ropesgray.com


 


(g) Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not
make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust
Account under any circumstance.


 


(h) This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i) This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall
together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission
shall constitute valid and sufficient delivery thereof.


 


(j) Each
of the Company and the Trustee hereby acknowledges and agrees that each Representative, on behalf of the Underwriters, is a third party
beneficiary of this Agreement.


 


(k) Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	Continental Stock Transfer & Trust
    Company, as Trustee
	 	 	 
	 	By:	/s/
    Francis Wolf
	 	 	Name:  	Francis
Wolf
	 	 	Title:  	Vice President
	 	 	 
	 	CIIG Capital Partners II, Inc.
	 	 	 
	 	By:	/s/
Gavin Cuneo
	 	 	Name: 	Gavin Cuneo
	 	 	Title:  	Co-Chief Executive Officer


 




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SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire
    transfer.	 	$	2,000	 
	 	 	 	 	 	 	 
	Trustee administration fee	 	Payable annually. First year fee payable at initial
    closing of Offering by wire transfer thereafter by wire transfer or check.	 	$	10,000	 
	 	 	 	 	 	 	 
	Transaction processing fee for disbursements to Company
    under Sections 1(i), 1(j) and 1(k)	 	Billed to Company following disbursement made to Company
    under Section 1	 	$	250	 
	 	 	 	 	 	 	 
	Paying Agent services as required pursuant to Section 1(i)
    and 1(k)	 	Billed to Company upon delivery of service pursuant
    to Section 1(i) and 1 (k)	 	 	Prevailing rates	 


 




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EXHIBIT A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account      Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between CIIG Capital Partners II, Inc. (the “Company”)
and Continental Stock Transfer& Trust Company (the “Trustee”), dated as of           ,
2021 (the “Trust Agreement”), this is to advise you that the Company has entered into an agreement with [insert
name] (the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the
actual date of the consummation of the Business Combination (or such shorter time period as you may agree) (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account
and to transfer the proceeds into a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the Company
shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of the Underwriters (with respect
to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in the trust operating account at J.P.
Morgan Chase Bank, N.A., awaiting distribution, the Company will not earn any interest or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been
consummated, or will be consummated concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you a a certificate of a Co-Chief Executive Officer of the Company, which verifies that
the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a joint written
instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including
payment of the Deferred Discount to the Representatives from the Trust Account (the “Instruction Letter”).
You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust
Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company
shall direct you as to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company.
Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the
Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified
you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions
from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement
on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible.


 


[signature
page follows]


 






    A-1


     


    










 


	 	Very truly yours,
	 	 
	 	CIIG Capital Partners II, Inc.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc: 	UBS Securities LLC
	 	Barclays Capital Inc.


 




    A-2


     


    




 


EXHIBIT B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account   Termination Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between CIIG Capital Partners II, Inc. (the “Company”)
and Continental Stock Transfer& Trust Company (the “Trustee”), dated as of           
, 2021 (the “Trust Agreement”), this is to advise you that the Company has been unable to effect a business
combination with a Target Business within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation,
as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to
transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Stockholders. The Company has selected [          ](1) as the effective date for
the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree
to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s
Public Stockholders in accordance with the terms of the Trust Agreement and the Amended and Restated Certificate of Incorporation of
the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating
the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(i) of
the Trust Agreement.


 


(1) 18
months from the closing of the Offering or such later date upon an Extension, if any, effectuated pursuant to the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	CIIG Capital Partners II, Inc. 
	 	 	 
	 	By:	 
	 	 	Name:	   
	 	 	Title:	 


 


	cc: 	UBS Securities LLC
	 	Barclays Capital Inc.


 




    B-1


     


    

 


EXHIBIT C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account Tax Payment Withdrawal Instruction


 


Gentlemen:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between CIIG Capital Partners II, Inc. (the “Company”)
and Continental Stock Transfer& Trust Company (the “Trustee”), dated as of        ,
2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company $          
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with
the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your
receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	CIIG Capital Partners II, Inc. 
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc: 	UBS Securities LLC
	 	Barclays Capital Inc.


 




    C-1


     


    




 


EXHIBIT D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


One
State Street, 30th Floor


New
York, NY 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re:
Trust Account Stockholder Redemption Withdrawal Instruction


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between CIIG Capital Partners II, Inc. (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of        ,
2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders
of the Company $          of the principal and interest income earned on the Property as
of the date hereof into a segregated account held by you on behalf of the Beneficiaries for distribution to the Stockholders who have
requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the
Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation
that would affect the substance or timing of the Company’s obligation to redeem 100% of its public shares of Common Stock if the
Company has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated
certificate of incorporation or with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination
activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter into a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very truly yours,
	 	 
	 	CIIG Capital Partners II, Inc.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


	cc: 	UBS Securities LLC
	 	Barclays Capital Inc.


 




    D-1


     


    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez.


 


Re:Trust
Account Extension Letter


 


Ladies
and Gentlemen:


 


Pursuant
to Section 1(m) of the Investment Management Trust Agreement between CIIG Capital Partners II, Inc. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of , 2021 (“Trust Agreement”), this is to advise you that the Company is extending
the time available to consummate a Business Combination for an additional six (6) months, from _______ to _________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Deadline. Capitalized words used herein
and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $253,750,000 (or up to $291,812,500 if the underwriters’
over-allotment option was exercised in full), which will be wired to you, into the Trust Account investments upon receipt.


 


	 	Very truly yours,
	 	 	 
	 	CIIG Capital Partners II, Inc.
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title: 	 


 


	cc: 	UBS Securities LLC
	 	Barclays Capital Inc.


 


 


E-1