Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement (this
“Agreement”) is made effective as of ______, 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-third
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, as described in the Prospectus, $300,000,000
of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $345,000,000
if the Underwriters’ over-allotment option is exercised in full) 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 $10,500,000, or $12,075,000 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
and 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) 24 months after the closing
of the Offering and (ii) 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; provided, however, that in the event the Trustee receives a Termination Letter in a form substantially
similar to Exhibit B hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination
Letter by the date specified in clause (y) of this Section 1(i), the Trustee shall keep the Trust Account open until twelve
(12) months following the date the Property has been distributed to the Public Stockholders. It is acknowledged and agreed that there
should be no reduction in the principal amount 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.


 


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;


 


(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; 


 






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(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 $10,500,000.


 


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;


 


(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


 






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(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).


 


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.


 






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(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



 


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


 






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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:	 
	 	 	Name:  	 Francis Wolf
	 	 	Title:  	Vice President
	 	 	 
	 	CIIG Capital Partners II, Inc.
	 	 	 
	 	By:	 
	 	 	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	 




 




     


     


    

 


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 No.           Termination
Letter


 


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) [an affidavit] [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]


 




     


     


    

 


	
     

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


 


	cc: 	UBS Securities LLC
	 	Barclays Capital Inc.



 




     


     


    

 


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 No.           
Termination Letter


 


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) 24 months from the closing of the Offering, or at a later
date, if extended.


 


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


 





	cc: 	UBS Securities LLC
	 	Barclays Capital Inc.


 




     


     


    

 


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 No.            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.


 




     


     


    

 


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 No.            Stockholder
Redemption Withdrawal Instruction


 


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.