Exhibit 10.9


 


THE SECURITIES DESCRIBED HEREIN HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER
RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.


 


THE PURCHASE OF THE SECURITIES INVOLVES
A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.


 


SUBSCRIPTION AGREEMENT


 


This Subscription Agreement (this
“Agreement”) is entered into as of [_______ __], 2019 between CIIG Merger Corp., a Delaware corporation
(the “Company”), CIIG Management LLC, a Delaware limited liability company (the
“Sponsor”) and [BlackRock Entity] (the “Purchaser”).


 


RECITALS


 


WHEREAS, the Company was incorporated for
the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar
business combination with one or more businesses (a “Business Combination”);


 


WHEREAS, the Company has confidentially
submitted to the U.S. Securities and Exchange Commission (the “SEC”) a draft registration statement on Form S-1
(the “Registration Statement”) for its initial public offering (“IPO”) of units (the “Public
Units”), at a price of $10.00 per Public Unit, each Public Unit comprised of one share of the Company’s Class A
common stock, par value $0.0001 per share (“Class A Common Stock”, and the shares of Class A Common Stock included
in the Public Units, the “Public Shares”), and one-half of one redeemable warrant, where each whole warrant
is initially exercisable to purchase one share of Class A Common Stock at an exercise price of $11.50 per share, subject to adjustment
(the “Warrants”, and the Warrants included in the Public Units, the “Public Warrants”);


 


WHEREAS, proceeds from the IPO and the sale
of the Private Placement Warrants (as defined below) in an aggregate amount equal to the aggregate gross proceeds from the IPO
will be deposited into a trust account for the benefit of the holders of the Public Shares (the “Trust Account”),
as described in the Registration Statement;


 


WHEREAS, following the closing of the IPO
(the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;


 


WHEREAS, in connection with the IPO, the
Sponsor and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, warrants which
are identical to the Warrants except that they will be non-redeemable and exercisable on a cashless basis so long as they are held
by the Sponsor, the Purchaser or their respective permitted transferees (the “Private Placement Warrants”),
for a purchase price of $1.00 per Private Placement Warrant;


  


WHEREAS, the parties wish to enter into
this Agreement, pursuant to which the Purchaser shall subscribe for and purchase (i) a portion of the total number of shares
of Class B common stock, par value $0.0001 per share, of the Company (“Class B Common Stock” and collectively
with the shares of Class A Common Stock, the “Common Stock”) to be issued prior to the IPO (“Founder
Shares”) and (ii) Private Placement Warrants (together with the Founder Shares, the “Subscribed Securities”);
and


 


WHEREAS, the Company and the Sponsor have
entered into or intend to concurrently with this Agreement enter into agreements (collectively, the “Subscription Agreements”
in the form of this Agreement with certain affiliates of the Purchaser (together with the Purchaser, the “Subscribing
Parties”) for the purchase of Founder Shares and Private Placement Warrants set forth therein.





 




     


     


    

 


WHEREAS, the Company, the Sponsor and the
Subscribing Parties intend for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made pursuant
to Rule 506(c) of Regulation D promulgated under the Securities Act.


  


NOW, THEREFORE, in consideration of the
premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration,
the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:


 


AGREEMENT


 


 


1. Sale and Purchase.


 


(a) Securities.


 


(i) Subject to the terms
and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company
agrees to issue and sell to the Purchaser, the number of Subscribed Securities set forth on Schedule A hereto for the
aggregate purchase price set forth on Schedule A hereto (the “Initial Purchase Price”). The Purchaser
acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account
of the Subscribed Securities (collectively, the “Securities”), will be subject to restrictions on transfer as
set forth in this Agreement.


 


(ii)  On the date hereof,
(A) the Company shall issue to the Purchaser the number of Founder Shares set forth on Schedule A hereto, in consideration
for the Purchaser’s payment of the portion of the Initial Purchase Price applicable to such Founder Shares, as set forth
on Schedule A hereto, by wire transfer of immediately available funds or other means approved by the Company, and (B) the
Sponsor shall forfeit to the Company for cancellation, for no consideration, and have no further right, title or interest in, an
equal number of Founder Shares. If the IPO Closing has not occurred by [_], then the Company will promptly redeem the Purchaser’s
Founder Shares issued pursuant to this Section 1(a)(ii) for a cash payment equal to the Initial Purchase Price paid by the Purchaser
in respect of such Founder Shares, and this Agreement shall terminate and be of no further force or effect.


 


(iii) The Company
shall notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective
Date”) at least three (3) Business Days (as defined below) prior to the Effective Date, and the Purchaser shall
remit the balance of the Initial Purchase Price to the Company’s transfer agent (to be held in escrow pending the IPO Closing),
by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day
prior to the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing; provided, however,
that if the actual number of Public Units offered and sold in the IPO is less than [_], then (x) the Purchaser shall not be obligated
to remit the balance of the Initial Purchase Price as set forth in this Section 1(a)(iii) and (y) the Company shall promptly redeem
the Purchaser’s Founder Shares issued pursuant to Section 1(a)(ii) for a cash payment equal to the Initial Purchase Price
paid by the Purchaser in respect of such Founder Shares and this Agreement shall terminate and be of no further force or effect.
As used herein, “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday
nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York,
New York. If the IPO Closing has not occurred by the date that is seven (7) Business Days after the date on which the Purchaser
remitted the balance of its Initial Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise
agrees in writing, the Company will promptly cause its transfer agent to return such amounts to the Purchaser.


 




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(iv) In the event that the underwriters’
over-allotment option in connection with the IPO (the “Over-allotment Option”) is exercised, the Purchaser agrees
to purchase additional Private Placement Warrants as indicated on Schedule A at a price of $1.00 per warrant. The Company
shall notify the Purchaser in writing of the anticipated date of each closing of the exercise of the Over-allotment Option, if
any (each, an “Over-allotment Closing”) at least three (3) Business Days prior to such Over-allotment Closing,
and the Purchaser shall pay the purchase price for the Private Placement Warrants to be purchased in connection with such Over-allotment
Closing by wire transfer of immediately available funds or other means approved by the Company on that date that is one (1) Business
Day prior to such Over-allotment Closing (to be held in escrow pending such Over-allotment Closing), or such other date as the
Company and the Purchaser may agree upon in writing. If the Over-allotment Closing has not occurred by the date that is seven (7) Business
Days after the date on which the Purchaser remitted the purchase price for the Private Placement Warrants to be purchased in connection
with such Over-allotment Closing, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its transfer
agent to return such amounts to the Purchaser.


 


(v)  On the date of the IPO
Closing, the Company shall issue to the Purchaser the number of Private Placement Warrants set forth on Schedule A hereto.
On the date of each Over-allotment Closing, if any, the Company shall issue to Purchaser the number of Private Placement Warrants
as set forth on Schedule A.


 


(b)  Delivery of Securities.


 


(i)  The Company shall
register the Purchaser as the owner of the Subscribed Securities with the Company’s transfer agent by book entry on or prior
to the date of the IPO Closing (provided that prior to the Company’s appointment of a transfer agent it shall register the
Purchaser as the owner of such securities in the Company’s stock ledger upon issuance thereof).


 


(ii)  Each register and
book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped
or otherwise imprinted with a legend, in substantially the following form:


 


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION,
AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER
AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”


 


(c)  Legend Removal. Following
the expiration of the transfer restrictions set forth in Section 5(a), if the Securities are eligible to be sold
without restriction under, and without the Company being in compliance with the current public information requirements of, Rule 144
under the Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under
the Securities Act pursuant to a shelf registration statement, then at the Purchaser’s written request, the Company will
use best efforts to cause the Company’s transfer agent to remove the legend set forth in Section 1(b)(ii), subject
to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer
agent. In connection therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of
counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions
required by the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.


 


(d)  Registration Rights. On the
Effective Date, the Company shall enter into a Registration Rights Agreement (the “Registration Rights Agreement”)
with the Sponsor, the Subscribing Parties and certain other parties thereto, in substantially the form provided to the Purchaser
prior to the date hereof. The Registration Rights Agreement shall provide the Purchaser with registration rights with respect to
the Subscribed Securities that are no less favorable to the Purchaser than the registration rights of the Sponsor set forth therein.


 




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2.   Potential
Forfeiture.


 


(a)  If on either (i) on the date of
the vote by the Company’s stockholders to approve the Business Combination or (ii) the Business Day immediately prior to
the closing of the Business Combination (each, a “Determination Date”), the Purchaser beneficially owns or
holds, directly or indirectly, including through any firm commitments to purchase, after giving effect to any redemptions of Common
Stock in connection with the Business Combination, a number of Public Shares (the “Determination Date Shares”)
that is less than the Forfeiture Threshold (as defined below), then the Purchaser shall automatically transfer to the Sponsor
or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor for no consideration,
and have no further right, title or interest in, a pro rata number of its Founder Shares, provided that the Purchaser
shall not be obligated to transfer to the Sponsor or surrender to the Company any Founder Shares to the extent that the remaining
number of Founder Shares held by the Purchaser would be less than [_] (or [_], if the Over-allotment Option is exercised in full),
the pro rata number being calculated as a fraction, the numerator of which is the number of Shortfall Shares (as defined below)
and the denominator is the Forfeiture Threshold. For the avoidance of doubt, in calculating the number of Public Shares (if any)
which the Purchaser beneficially owns or holds, directly or indirectly, for purposes of determining the number of Determination
Date Shares, no Public Shares that are beneficially owned by any other Subscribing Party shall be counted (e.g., no Public Shares
shall be double counted among Subscribing Parties). The Purchaser shall take all actions as may be reasonably necessary to consummate
any transfer and/or sale contemplated by this Section 2, including entering into agreements and delivering certificates
and instruments and consents as may be deemed by the Company to be necessary or appropriate (which shall not require the Purchaser
to make any representations other than as to its clear title to the applicable Founder Shares and its power and authorization
to effect the transactions contemplated by the applicable agreement or other instrument), and the Purchaser hereby grants to the
Company and any representative designated by the Company without further action by the Purchaser a limited irrevocable power of
attorney to effect any transfer contemplated hereby on behalf of the Purchaser, which power of attorney shall be deemed to be
coupled with an interest.


 


(b)  As used herein, (i) the “Forfeiture
Threshold” shall initially mean [_] shares of Class A Common Stock; provided, that if the actual number of Public Units
offered and sold in the IPO is less than 22,500,000, then the Forfeiture Threshold shall be automatically reduced on a pro rata
basis, and (ii) the “Shortfall Shares” shall mean the amount by which the Forfeiture Threshold exceeds
the Determination Date Shares.


 


(c)  Solely by way of example to
illustrate the provisions of Section 2(a), if the Forfeiture Threshold is [_] and on a Determination Date the
Purchaser beneficially owns [_] shares of Public Shares (such that the number of Determination Date Shares is [_]), then the number
of Shortfall Shares shall be [_], and the percentage of the Purchaser’s Founder Shares that the Purchaser would transfer
to the Sponsor or surrender to the Company and have the Company issue an equivalent number of new shares to the Sponsor would be
[40]% (e.g., [_]divided by [_]).


 


(d) If, in connection with the expiration
or termination of the Over-allotment Option, the Sponsor forfeits any Founder Shares to the Company for cancellation, then the
Purchaser agrees to forfeit its Founder Shares to the Company for cancellation on that same basis (such that if no portion of the
Over-allotment Option is exercised, the Purchaser would forfeit a total of [_]of its Founder Shares, and if the Over-allotment
Option is exercised in part, the Purchaser would forfeit a pro rata portion thereof, based on the portion of the Over-allotment
Option that is not exercised as a percentage of the total number of Public Units issuable upon exercise of the Over-allotment Option),
and hereby grants to the Company and any representative designated by the Company without further action by the Purchaser a limited
irrevocable power of attorney to effect such forfeiture on behalf of the Purchaser, which power of attorney shall be deemed to
be coupled with an interest.


 


(e) The Purchaser agrees that if,
prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a
Business Combination by the Company for the Sponsor to forfeit, transfer, exchange or amend the terms of all or any portion
of the Founder Shares or to enter into any other arrangements with respect to the Founder Shares (including, without
limitation, a transfer of the Sponsor’s membership interests representing an interest in any of the foregoing) to
facilitate the consummation of such Business Combination, including voting in favor of any amendment to the terms of the
Founder Shares (each, a “Change in Investment”), such Change of Investment shall apply pro rata to
Purchaser and the Sponsor based on the relative number of Founder Shares held by each. By way of example and without limiting
the foregoing, in the event 50% of the Sponsor’s Founder Shares are forfeited or transferred by the Sponsor as part of
such Business Combination, the Purchaser shall forfeit or transfer 50% of its Founder Shares on substantially the same terms
and conditions as the Sponsor. Notwithstanding the remaining provisions of this Section 2(e), the Purchaser shall not be
required to forfeit or transfer Founder Shares to the extent (and only to the extent) that such forfeiture or transfer would
reduce the number of Founder Shares held by it below [_] (the “Retained Founder Shares”). None of the
terms and provisions in a Change in Investment shall apply to, adversely affect or restrict the transfer of, the Founder
Shares retained by the Purchaser pursuant to Section 2(a) or this Section 2(e), including, without limitation, the Retained
Founder Shares. For the avoidance of doubt, the Purchaser shall not be required to forfeit, transfer, exchange or amend the
terms of any Private Placement Warrants in connection with a Change in Investment.


  




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3.   Representations
and Warranties of the Purchaser.  The Purchaser represents and warrants to the Company as follows, as of the date hereof:


 


(a)  Organization and Power. 
The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and
has all requisite power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)  Authorization.  The
Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser,
will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with
its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and
any other laws of general application affecting enforcement of creditors’ rights generally or (ii) as limited by laws
relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(c)  Governmental Consents and
Filings.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or
filing with, any federal, state or local governmental authority is required on the part of the Purchaser in connection with
the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws,
rules or regulations.


 


(d)  Compliance with Other Instruments. 
The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions
contemplated by this Agreement will not result in any violation or default (i) under any provisions of its organizational
documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under
any note, indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract
or purchase order to which it is a party or by which it is bound or (v) under any provision of federal or state statute, rule or
regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the
Purchaser’s ability to consummate the transactions contemplated by this Agreement.


 


(e)  Purchase Entirely for Own
Account.  This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company,
which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Securities to be acquired by
the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a
view to the resale or distribution of any part thereof in violation of any state or federal securities laws, and that the Purchaser
has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By
executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking,
agreement or arrangement with any Person (other than the Company) to sell, transfer or grant participations to such Person or to
any third Person, with respect to any of the Securities. For purposes of this Agreement, “Person” means an individual,
a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other
entity or any government or any department or agency thereof.


 




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(f) Disclosure of Information. 
The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions
of the offering of the Securities, as well as the terms of the Company’s proposed IPO, with the Company’s management.


 


(g)  Restricted Securities. 
The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered under
the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon,
among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as
expressed herein. The Purchaser understands that the Securities are “restricted securities” under applicable U.S. federal
and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are
registered with the SEC and qualified by state authorities, or an exemption from such registration and qualification requirements
is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant
to the Registration Rights Agreement.  The Purchaser further acknowledges that if an exemption from registration or qualification
is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the
holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control,
and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company has confidentially
submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions
contemplated hereunder are not and are not intended to be part of the IPO, and that the Purchaser will not be able to rely on the
protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.


 


(h)  No Public Market.  The
Purchaser understands that no public market now exists for the Securities, and that the Company has not made any assurances that
a public market will ever exist for the Securities.


 


(i)  High Degree of Risk. 
The Purchaser understands that the purchase of the Subscribed Securities involves a high degree of risk which could cause the Purchaser
to lose all or part of its investment.


 


(j)  Accredited Investor. 
The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.


 


(k)  No General Solicitation. 
Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly,
including, through a broker or finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any
advertisement in connection with the offer and sale of the Securities.


 


(l)  Place of Investment Decision. 
The Purchaser’s investment decision was made in the office or offices located at the address of the Purchaser set forth on
the signature page hereof.


 


(m)  Adequacy of Financing. The
Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.


 


(o)  No Other Representations and
Warranties; Non-Reliance.  Except for the specific representations and warranties contained in this Section 3 and
in any certificate or agreement delivered pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser
nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to
make any other express or implied representation or warranty with respect to the Purchaser and this offering, and the Purchaser
Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by
the Company in Section 4 of this Agreement and in any certificate or agreement delivered pursuant hereto, the
Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made
by the Company, any person on behalf of the Company or any of the Company’s affiliates (collectively, the “Company
Parties”) with respect to the transactions contemplated hereby.


 




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4.   Representations,
Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as follows:


 


(a)  Organization and Corporate Power. 
The Company is incorporated and validly existing and in good standing as a corporation under the laws of Delaware and has all requisite
corporate power and authority to carry on its business as presently conducted and as proposed to be conducted.


 


(b)  Capitalization. The authorized
share capital of the Company consists, as of the date hereof:


 


(i) 100,000,000 shares of Class
A Common Stock, none of which are issued and outstanding;


 


(ii)  10,000,000 shares of
Class B Common Stock, 6,468,750 of which are issued and outstanding and held by the Sponsor. All of the outstanding shares of Class
B Common Stock have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal
and state securities laws.


 


(iii)  1,000,000 shares
of preferred stock, none of which are issued and outstanding.


 


(c)  Authorization. 
All corporate action required to be taken by the Company’s Board of Directors and stockholders in order to authorize the
Company to enter into this Agreement, and to issue the Subscribed Securities, has been taken on or prior to the date hereof. All
action on the part of the stockholders, directors and officers of the Company necessary for the execution and delivery of this
Agreement, the performance of all obligations of the Company under this Agreement, and the issuance and delivery of the Subscribed
Securities has been taken on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall constitute
the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general application
relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability
of specific performance, injunctive relief, or other equitable remedies.


 


(d) Valid Issuance of Securities.


 


(i)  The Subscribed Securities,
when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly
issued and fully paid, as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with
respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable
state and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the
representations of the Purchaser in this Agreement and subject to the filings described in Section 4(e) below,
the Subscribed Securities will be issued in compliance with all applicable federal and state securities laws, rules and regulations.


 


(ii)  No “bad actor”
disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”)
is applicable to the Company or, to the Company’s knowledge, any Company Covered Person (as defined below), except for a
Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person”
means, with respect to the Company as an “issuer” for purposes of Rule 506 promulgated under the Securities Act,
any Person listed in the first paragraph of Rule 506(d)(1).


 


(e) IPO.


 


(i) The Company has provided to
the Purchaser, and will at all times prior to the consummation of the IPO promptly provide to the Purchaser, copies of all correspondence
sent by the Company to, or received by the Company from, the SEC.


 


(ii) The offers and sales of securities
in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance with the Securities Act and
the rules and regulations promulgated thereunder and applicable state securities laws, rules and regulations.


 




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(f)  Governmental Consents and
Filings.  Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval,
order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local
governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated
by this Agreement, except for filings pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.


 


(g) Compliance with Other Instruments. 
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement
will not result in any violation or default (i) under any provisions of the certificate of incorporation, bylaws or other
governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree to which the Company is a party
or by which it is bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound,
(iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) under
any provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i))
which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this Agreement.


 


(h)  Operations. As of the
date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than
organizational activities and activities in connection with offerings of the Securities.


 


(i) Foreign Corrupt Practices.
Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course
of its actions for, or on behalf of, the Company (i) used any corporate funds for any unlawful contribution, gift, entertainment
or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign
or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the
U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment,
kickback or other unlawful payment to any foreign or domestic government official or employee.


 


(j)  Compliance with Anti-Money
Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial
recordkeeping and reporting requirements and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations,
including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot
Act of 2001 and the applicable money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or,
to the knowledge of the Company, threatened.


 


(k) Absence of Litigation. There
is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory
organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company or any of the Company’s
officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.


 


(l) No General Solicitation. 
Neither the Company, nor any of its officers, managers, employees, agents or members has either directly or indirectly, including,
through a broker or finder (i) engaged in any general solicitation or (ii) published any advertisement in connection
with the offer and sale of the Subscribed Securities.


 


(m)  Non-Public Information.
The Company represents and warrants that none of the information conveyed to the Purchaser in connection with the transactions
contemplated by this Agreement will constitute material non-public information of the Company upon the effectiveness of the Registration
Statement.


 


(n) No Other Representations and
Warranties; Non-Reliance.  Except for the specific representations and warranties contained in this Section 4 and
in any certificate or agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make
any other express or implied representation or warranty with respect to the Company or the offering of Securities hereunder, and
the Company Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly
made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant
hereto, the Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have
been made by the Purchaser Parties.


 




    8


     


    

 


5.  Additional
Agreements and Acknowledgements of the Purchaser.


 


(a) Transfer Restrictions. 
The Purchaser agrees that it shall not Transfer (as defined below) (i) any Founder Shares until the earlier of (A) one year
after the closing of the Business Combination (the “Business Combination Closing”) and (B) the date following
the Business Combination Closing on which the Company completes a liquidation, merger, stock exchange or other similar transaction
that results in all of the Company’s stockholders having the right to exchange their Common Stock for cash, securities or
other property (such period, the “Lock-up Period”) or (ii) any Private Placement Warrants (or any shares of
Common Stock issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding
the foregoing, if subsequent to a Business Combination, the closing price of the Class A Common Stock equals or exceeds $12.00
per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20)
trading days within any thirty (30) trading day period commencing at least one hundred and fifty (150) days after the Business
Combination Closing, the Founder Shares shall be released from the lockup referenced in this Section 5(a). Notwithstanding
the first sentence hereinabove, Transfers of the Securities are permitted (i) to any other person or entity that holds Common
Stock prior to the consummation of the IPO; (ii) to the Company’s officers, directors or employees; (iii) in the
case of an entity, as a distribution to its partners, stockholders or members upon liquidation; (iv) in the case of an individual,
by gift to a member of the individual’s immediate family, to a trust, the beneficiary of which is a member of the individual’s
immediate family, for estate planning purposes; (v) in the case of an individual, by virtue of laws of descent and distribution
upon death of the individual; (vi) in the case of an individual, pursuant to a qualified domestic relations order; (vii) by
pledges to secure obligations incurred in connection with purchases of the Company’s securities; (viii) by private sales
or transfers made in connection with the consummation of a Business Combination at prices no greater than the price at which the
applicable Securities were originally purchased; (ix) in the event of the Company’s liquidation, bankruptcy or dissolution
prior to the completion of a Business Combination; (x) to the Purchaser’s affiliates, to any investment fund or other
entity controlled or managed by the Purchaser, or to any investment manager or investment advisor of the Purchaser or an affiliate
of any such investment manager or investment advisor or to any investment fund or other entity controlled or managed by such persons;
(xi) to a nominee or custodian of a person or entity to whom a disposition or transfer would be permissible under clauses
(i) through (x) above; and (xii) pursuant to the provisions of Section 2 of this Agreement (each of
the foregoing, a “Permitted Transferee”); provided, however, that in the case of clauses (i) through (xi),
these permitted transferees must enter into a written agreement agreeing to be bound by the terms of this Agreement, including
the forfeiture provisions of Section 2 and these transfer restrictions. As used in this Agreement, “Transfer”
shall mean the (x) sale of, offer to sell, contract or agreement to sell, hypothecation, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position (within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated
thereunder) with respect to, any of the Securities; (y) entry into any swap or other arrangement that transfers to another,
in whole or in part, any of the economic consequences of ownership of any of the Securities, whether any such transaction is to
be settled by delivery of such Securities, in cash or otherwise, or (z) public announcement of any intention to effect any
transaction specified in clause (x) or (y); provided further, that this Section 5(a) shall not prohibit the Purchaser from
effecting a Short Sale (as defined below) with securities that do not constitute “Securities” under this Agreement.


 


(b) Trust Account.


 


(i)  The Purchaser hereby
acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public stockholders upon
the IPO Closing. The Purchaser hereby agrees that it has no right, title, interest or claim of any kind in or to any monies held
in the Trust Account, or any other asset of the Company as a result of any liquidation of the Company, except for redemption and
liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.


 




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(ii)  The Purchaser hereby
agrees that it shall have 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, except for redemption and liquidation rights, if any, the Purchaser may have in respect
of any Public Shares held by it. In the event the Purchaser has any Claim against the Company under this Agreement, the Purchaser
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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public
Shares held by it.


 


(c) No Short Sales. The Purchaser hereby
agrees that neither it, nor any person or entity acting on its behalf, will engage in any Short Sales with respect to securities
of the Company prior to the closing of the Business Combination. For purposes of this Section 5.1(c), “Short Sales”
shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under
the Exchange Act, and all types of direct and indirect stock pledges (other than pledges in the ordinary course of business as
part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including
on a total return basis).


 


(d) Use of Purchaser’s Name.
Neither the Company nor the Sponsor will, without the written consent of the Purchaser in each instance, use in advertising, publicity
or otherwise the name of the Purchaser or any of its affiliates, or any director, officer or employee of the Purchaser, nor any
trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Purchaser
or its affiliates or any information relating to the business or operations of the Purchaser or its affiliates (including, for
the avoidance of doubt, any investment vehicles, funds or accounts managed thereby). Notwithstanding the foregoing, the Company
may disclose (i) Purchaser’s name and information concerning the Purchaser (A) to the extent required by law, regulation
or regulatory request, including in the Registration Statement or (B) to the Company’s lawyers, independent accountants
and to other advisors and service providers who reasonably require Purchaser’s information in connection with the provision
of services to the Company, are advised of the confidential nature of such information and are obligated to keep such information
confidential, and (ii) Purchaser’s name and the terms of this Agreement to the other Subscription Parties. The Company
and the Sponsor agree to provide to the Purchaser for Purchaser’s review any disclosure in any registration statement, proxy
statement or other document in advance of the submission, filing or disclosure of such document in connection with the transactions
contemplated by this Agreement with respect to the Purchaser or any of its affiliates, and will not make any such submission, filing
or disclosure without including any revisions reasonably requested in writing by the Purchaser or to the extent the Purchaser has
a good faith objection to such submission, filing or disclosure.

 


(e)  Stock Exchange Listing.
The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Common Stock and Warrants
on The Nasdaq Capital Market (or another national securities exchange) until the third anniversary of the Business Combination
Closing.


 


6.  General Provisions.


 


(a) Notices.  All notices
and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon
the earlier of actual receipt, or (i) personal delivery to the party to be notified, (ii) when sent, if sent by electronic
mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on
the recipient’s next Business Day, (iii) five (5) Business Days after having been sent by registered or certified
mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized
overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications
sent to the Company shall be sent to: CIIG Merger Corp., 40 West 57th Street, 29th Floor, New York, New York 10019, Attention:
F. Peter Cuneo, Email:pcuneo@cuneoco.com, with a copy to Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th
Floor, New York, NY 10105, Attention: Stuart Neuhauser, Email: sneuhauser@egsllp.com.


 


All communications to the Purchaser shall
be sent to the Purchaser’s address as set forth on the signature page hereto, or to such email address, facsimile number
(if any) or address as subsequently modified by written notice given in accordance with this Section 6(a).


 




    10


     


    

 


(b) No Finder’s Fees. 
Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this
transaction. The Purchaser agrees to indemnify and to hold harmless the Company from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives are
responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation
in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending
against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.


 


(c)  Survival of Representations
and Warranties.  All of the representations and warranties contained herein shall survive the consummation of the transactions
contemplated by this Agreement.


 


(d) Entire Agreement.  This
Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto or referenced herein,
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


(e)  Successors.  All
of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors. Nothing in this Agreement, express
or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights,
remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.


 


(f) Assignments.  Except as otherwise
specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other party.


 


(g)  Counterparts. 
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


(h) Headings.  The section
headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation
of this Agreement.


 


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


 


(j) Jurisdiction.  The parties
hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States
District Court for the Southern District of New York for the purpose of any suit, action or other proceeding arising out of or
based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this
Agreement except in state courts of New York or the United States District Court for the Southern District of New York, and (iii) waive,
and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it
is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment
or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding
is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.


 


(k) WAIVER OF JURY TRIAL. 
THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT AND THE
TRANSACTIONS CONTEMPLATED HEREBY.


 


(l)  Amendments.  This
Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company
and the Purchaser.


 




    11


     


    

 


(m) Severability.  The provisions
of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity
or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto
or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with
its terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have
the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete specific
words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


(n) Expenses.  Each of the
Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance
of this Agreement and the consummation of the transactions contemplated hereby, including all fees and expenses of agents, representatives,
financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent, stamp taxes
and all of The Depository Trust Company’s fees associated with the issuance of the Securities and the securities issuable
upon conversion or exercise of the Securities.


 


(o) Construction.  The parties
hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation
arises, this Agreement will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will
arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any
federal, state, local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated
thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders will be
construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless
the context otherwise requires. The words “this Agreement,” “herein,” “hereof,” “hereby,”
“hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless
expressly so limited. The parties hereto intend that each representation, warranty, and covenant contained herein will have independent
significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact
that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative
levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto
is in breach of the first representation, warranty, or covenant.


 


(p) Waiver.  No waiver by
any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may
be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect
in any way any rights arising because of any prior or subsequent occurrence.


 


(q) Specific Performance. 
Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the
other party hereto in accordance with the terms hereof and that the such party shall be entitled to specific performance of the
terms hereof, in addition to any other remedy at law or equity.


 


(r) Confidentiality.  Except
as may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the provisions
of Section 5(d) hereof), unless and until the transactions contemplated hereby and the terms hereof are publicly
announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose
the existence or terms of this Agreement.  Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any
information to its affiliates and its and their respective directors, officers, employees, advisors, director or indirect owners,
agents and representatives, in each case so long as such person or entity has been advised of the confidentiality obligations hereunder;
provided that the Purchaser shall be liable for any breach of such confidentiality obligations by any such person or entity.


 


[Signature page follows]


 




    12


     


    

 


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


 


	 	COMPANY:
	 	 
	 	CIIG MERGER CORP. 
	 	 
	 	 
	 	By:
	 	Name:
	 	Title:
	 	 
	 	SPONSOR:
	 	 
	 	CIIG MANAGEMENT LLC
	 	 
	 	 	 
	 	By:	                  
	 	Name:   
	 	Title:


 


[Signature Page to
Subscription Agreement]




    13


     


    

 


	 	PURCHASER:
	 	 
	 	[BLACKROCK ENTITY]
	 	 
	 	 
	 	By:
	 	Name:
	 	Title:


 


	 	Purchaser’s Address for Notices:
	 	 
	 	
        c/o BlackRock Financial Management, Inc.

        55 East 52nd Street

        New York, NY 10055

        Attn:  Christopher Biasotti

         

        with copies to:

         

        c/o BlackRock, Inc.

        Office of the General Counsel

        40 East 52nd Street, New York, NY 10022

        Attn: David Maryles and Joe Roy

        Email: legaltransactions@blackrock.com

         

        And

         

        Kramer Levin Naftalis & Frankel LLP

        1177 Avenue of the Americas

        New York, NY 10036

        Attn: Christopher S. Auguste

        Email: cauguste@kramerlevin.com



 


[Signature Page to Subscription Agreement]




    14


     


    

 


Schedule A





 


	 	 	Number of
 Subscribed Securities	 	 	Initial Purchase Price	 
	Founder Shares	 	 	[_]	 	 	$	[_]	 
	Private Placement Warrants	 	 	[_]	 	 	$	[_]	 



 


		*	In the event that the Over-allotment Option is exercised,
the Purchaser agrees to purchase up to an additional $[_] of Private Placement Warrants at a price of $1.00 per warrant (or up
to [_] Private Placement Warrants), in the same proportion as the amount of the over-allotment option that is exercised.



 


 


15