Exhibit 10.10


 


MANAGER UNITS PURCHASE AGREEMENT


 


This MANAGER UNITS PURCHASE
AGREEMENT (this “Agreement”) is made as of the [●] day of [●], 2021, by and between FG New America
Acquisition II Corp., a Delaware corporation (the “Company”), having its principal place of business at 105. S. Maple
Street, Itasca, Illinois 60143, and [_], a [_] (the “Subscriber”), having its principal place of business
at [_].


 


WHEREAS, the Company desires
to sell to the Subscriber on a private placement basis (the “Placement”) an aggregate of 225,000 units, or up to 258,750
units of the Company (the “Units”), depending on the extent to which the underwriters of the Company’s initial
public offering exercise their over-allotment option . Each Unit is comprised of one share of Class A common stock of the Company,
par value $0.0001 per share (“Common Stock”) and one-half of one warrant, each whole warrant exercisable to purchase
one share of Common Stock (“Warrant”), for a purchase price of $10.00 per Unit. The shares of Common Stock underlying
the Warrants are hereinafter referred to as the “Warrant Shares.” The shares of Common Stock underlying the Units (excluding
the Warrant Shares) are hereinafter referred to as the “Manager Shares.” The Warrants underlying the Units are hereinafter
referred to as the “Manager Warrants.” The Units, Manager Shares, Manager Warrants and Warrant Shares, collectively,
are hereinafter referred to as the “Securities.” Each Manager Warrant is exercisable to purchase one share of Common
Stock at an exercise price of $11.50 during the period commencing on the later of (i) twelve (12) months from the date of the closing
of the Company’s initial public offering of units (the “IPO”) and (ii) 30 days following the consummation
of the Company’s initial business combination (the “Business Combination”), as such term is defined in the registration
statement in connection with the IPO, as amended at the time it becomes effective (the “Registration Statement”), and
expiring on the fifth anniversary of the consummation of the Business Combination; and


 


WHEREAS, the Subscriber wishes to purchase the
Units, and the Company wishes to accept such subscription from the Subscriber.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Company and the Subscriber hereby agree as follows:


 


1.     Agreement to Subscribe


 


1.1.          Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, the Subscriber hereby agrees to purchase
from the Company, and the Company hereby agrees to sell to the Subscriber, on the Closing Date (as defined below) the Units in consideration
of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall, at its option, deliver to the Subscriber
the certificates representing the Securities purchased or effect such delivery in book-entry form.


 


1.2.          Purchase Price. As payment in full for the Units being purchased under this Agreement, the Subscriber shall pay $5.00 per Unit (the “Purchase
Price”), or an aggregate purchase price of $1,125,000 (or $1,293,750 if the over-allotment option is exercised in full), which
Purchase Price shall be paid by reducing the underwriting discount the Subscriber is entitled to receive at the closing of the IPO, or
closing of the over-allotment option, as applicable (the “Closing Date”). The Purchase Price shall be deposited in
a trust account (the “Trust Account”) at a financial institution to be chosen by the Company and maintained by Continental
Stock Transfer & Trust Company, acting as trustee (“Continental”) on the Closing Date.


 


1.3.          Closing. The closing of the purchase and sale of the Units shall take place simultaneously with the closing of the IPO. The closing of
the purchase and sale of the Units shall take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York 10154,
or such other place as may be agreed upon by the parties hereto.


 






     


     


    

 


1.4.          Termination. This Agreement and each of the obligations of the undersigned shall be null and void and without effect if a Closing does
not occur prior to [_], 2021.


 


2.     Representations and Warranties of the Subscriber


 


The Subscriber represents and warrants
that:


 


2.1.          No Government Recommendation or Approval. The Subscriber understands that no federal or state agency has passed upon or made any recommendation
or endorsement of the Company or the Placement of the Securities.


 


2.2.          Accredited Investor. The Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a) of
Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that the sale contemplated
hereby is being made in reliance, among other things, on a private placement exemption to “accredited investors” under the
Securities Act and similar exemptions under state law.


 


2.3.          Intent. The Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account (and/or for the
account or benefit of its members or affiliates), and not with a view to the distribution thereof and the Subscriber has no present arrangement
to sell the Securities to or through any person or entity except to permitted transferees. the Subscriber shall not engage in hedging
transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4.          Restrictions on Transfer. The Subscriber acknowledges and understands the Units are being offered in a transaction not involving a public
offering in the United States within the meaning of the Securities Act. The Securities have not been registered under the Securities Act
and, if in the future the Subscriber decides to offer, resell, pledge or otherwise transfer the Securities, such Securities may be offered,
resold, pledged or otherwise transferred only (A) pursuant to an effective registration statement filed under the Securities Act,
(B) pursuant to an exemption from registration under Rule 144 promulgated under the Securities Act, if available, or (C) pursuant
to any other available exemption from the registration requirements of the Securities Act, and in each case in accordance with any applicable
securities laws of any state or any other jurisdiction. Notwithstanding the foregoing, the Subscriber acknowledges and understands the
Securities are subject to transfer restrictions as described in Section 8 hereof. The Subscriber agrees that if any transfer of its
Securities or any interest therein is proposed to be made, as a condition precedent to any such transfer, the Subscriber may be required
to deliver to the Company an opinion of counsel satisfactory to the Company with respect to such transfer. Absent registration or another
available exemption from registration, the Subscriber agrees it will not resell the Securities. The Subscriber further acknowledges that
because the Company is a shell company, Rule 144 may not be available to the Subscriber for the resale of the Securities until the
one year anniversary following consummation of the initial Business Combination of the Company, despite technical compliance with the
requirements of Rule 144 and the release or waiver of any contractual transfer restrictions.


 


2.5.          Sophisticated Investor.


 


(i)          
  The Subscriber is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii)          
The Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among other
things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore cannot
be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. The Subscriber is
able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 






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2.6.          Independent
Investigation. The Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation of the Company
and has not relied upon any information or representations made by any third parties or upon any oral or written representations or assurances
from the Company, its officers, directors or employees or any other representatives or agents of the Company, other than as set forth
in this Agreement. The Subscriber is familiar with the business, operations and financial condition of the Company and has had an opportunity
to ask questions of, and receive answers from the Company’s officers and directors concerning the Company and the terms and conditions
of the offering of the Units and has had full access to such other information concerning the Company as the Subscriber has requested.
The Subscriber confirms that all documents that it has requested have been made available and that the Subscriber has been supplied with
all of the additional information concerning this investment which the Subscriber has requested.


 


2.7.         
Organization and Authority. The Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8.         
Authority. This Agreement has been validly authorized, executed and delivered by the Subscriber and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of
creditors’ rights generally.


 


2.9.          No
Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Subscriber of the transactions contemplated
hereby do not violate, conflict with or constitute a default under (i) the Subscriber’s charter documents, (ii) any agreement
or instrument to which the Subscriber is a party or (iii) any law, statute, rule or regulation to which the Subscriber is subject,
or any agreement, order, judgment or decree to which the Subscriber is subject.


 


2.10.        No Legal Advice from Company. The Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions contemplated
by this Agreement and the other agreements entered into between the parties hereto with the Subscriber’s own legal counsel and investment
and tax advisors. Except for any statements or representations of the Company made in this Agreement and the other agreements entered
into between the parties hereto, the Subscriber is relying solely on such counsel and advisors and not on any statements or representations
of the Company or any of its representatives or agents for legal, tax or investment advice with respect to this investment, the transactions
contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11.        Reliance on Representations and Warranties. The Subscriber understands the Units are being offered and sold to the Subscriber in reliance
on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and regulations of various
states, and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and
understandings of the Subscriber set forth in this Agreement in order to determine the applicability of such provisions.


 


2.12.        No General Solicitation. The Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation or general
advertising, including but not limited to any advertisement, article, notice or other communication published in any newspaper, magazine,
or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration statement with respect
to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13.        Legend. The Subscriber acknowledges and agrees the certificates (if any) evidencing each of the Securities shall bear a restrictive legend
(the “Legend”), in form and substance substantially as set forth in Section 4 hereof.


 






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3.     
Representations, Warranties and Covenants of the Company


 


The Company represents and warrants
to, and agrees with, the Subscriber that:


 


3.1.          Valid
Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to issue is 380,000,000
shares of Class A Common Stock, 20,000,000 shares of Class B Common Stock, $0.0001 par value per share (the “Class B
Common Stock”), and 1,000,000 shares of preferred stock, $0.0001 par value per share (“Preferred Stock”).
As of the date hereof, the Company has issued and outstanding 6,468,750 shares of Class B Common Stock (of which up to 843,750 shares
are subject to forfeiture as described in the Registration Statement), no shares of Class A Common Stock and no shares of Preferred
Stock. All of the issued shares of capital stock of the Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 





3.2.          Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant agreement to
be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”), as the case may be,
each of the Units, Manager Shares, Manager Warrants and Warrant Shares will be duly and validly issued, fully paid and non-assessable.
On the date of issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and
payment pursuant to, the terms hereof and the Warrant Agreement, as the case may be, the Subscriber will have or receive good title to
the Units, Manager Shares and Manager Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer
restrictions hereunder and (ii) transfer restrictions under federal and state securities laws.


 


3.3.         
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of
the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business as now being
conducted.


 


3.4.        
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its obligations
under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery and performance
of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary
corporate action, and no further consent or authorization of the Company or its Board of Directors or stockholders is required, and (iii) this
Agreement constitutes valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except
as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization, or similar
laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by equitable principles of general
application and except as enforcement of rights to indemnity and contribution may be limited by federal and state securities laws or principles
of public policy.


 


3.5.         
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions contemplated
hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict with,
or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law statute, rule or
regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other than any
SEC or state securities filings which may be required to be made by the Company subsequent to the Closing, and any registration statement
which may be filed pursuant thereto, the Company is not required under federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or self-regulatory entity
in order for it to perform any of its obligations under this Agreement or issue the Units, Manager Shares, Manager Warrants or Warrant
Shares in accordance with the terms hereof.


 


4.     
Legends


 


4.1.         
Legend. The Company will issue the Units, Manager Shares and Manager Warrants, and when issued, the Warrant Shares, purchased by the Subscriber
in the name of the Subscriber. The certificates (if any) evidencing Securities will bear the following Legend and appropriate “stop
transfer” instructions:


 


“THE SECURITIES
REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER
THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 






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“THE SECURITIES
REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO A UNIT PURCHASE AGREEMENT BETWEEN FG NEW AMERICA ACQUISITION II CORP.
AND [_], AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP PURSUANT TO THE
TERMS SET FORTH IN THE UNIT PURCHASE AGREEMENT.”


 


4.2.          Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way the Subscriber’s obligations and agreements
to comply with all applicable securities laws upon resale of the Securities.


 


4.3.          Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of the Securities, if
in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective registration statement
filed under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities Act and (ii) in
compliance herewith.


 


4.4.          Registration Rights. The Subscriber will be entitled to certain registration rights which will be governed by a registration rights agreement
(“Registration Rights Agreement”) to be entered into between, among others, the Subscriber and the Company, on or prior
to the effective date of the Registration Statement.


 


5.    
Waiver of Liquidation Distributions.


 


In connection with
the Securities purchased pursuant to this Agreement, the Subscriber hereby waives any and all right, title, interest or claim of any kind
in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i) in connection with the
exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with any tender offer conducted
by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares of Common Stock sold in the Company’s
IPO upon the Company’s failure to timely complete the Business Combination or (iv) 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 Company’s obligation to redeem 100% of the Company’s public shares if the Company does not timely complete the Business
Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity.
In the event the Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall
be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers of Common
Stock in the IPO in the event the Company fails to consummate the Business Combination.


 


6.    
Terms of Manager Warrants. Each Manager Warrant shall have the terms set forth in the Warrant Agreement.


 


7.    
[Reserved].


 


8.    
Terms of the Units and Manager Warrants


 


8.1.          The Units and their component parts are substantially identical to the
units to be offered in the IPO except that the Manger Warrants: (i) will not be redeemable by the Company, (ii) subject to Section 2.4,
may not (including the Warrant Shares) be transferred, assigned or sold by the holders until after the completion of the Business Combination,
(iii) may be exercised by the holders on a cashless basis, (iv) will be entitled to registration rights pursuant to the Registration Rights
Agreement to be signed on or before the date of the Prospectus or an exemption from registration is available, and (v) for so long as
they are held by the Subscriber or any underwriter of the IPO, will not be exercisable more than five years from the effective date of
the Registration Statement in accordance with FINRA Rule 5110(g)(8)(A).


 






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8.2.          The Subscriber agrees to vote the Manager Shares as described in the Registration Statement.


 


9.    
Governing Law; Jurisdiction; Waiver of Jury Trial


 


This Agreement
shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly performed
within such state. THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT TO THIS AGREEMENT
AND THE TRANSACTIONS CONTEMPLATED THEREBY.


 


10.   Assignment;
Entire Agreement; Amendment


 


10.1.        Assignment.
Neither this Agreement nor any rights hereunder may be assigned by any party to any other person other than by the Subscriber to a person
agreeing to be bound by the terms hereof, including the waiver contained in Section 5 hereof.


 


10.2.        Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof
and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them.


 


10.3.       
Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived, discharged
or terminated other than by a written instrument signed by all of the parties hereto.


 


10.4.       
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective heirs,
legal representatives, successors and permitted assigns.


 


11.   Notices


 


11.1.       
Notices. Unless otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing
and personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or sent
by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier) or mailed to
said party by certified mail, return receipt requested, at its address provided for herein or such other address as either may designate
for itself in such notice to the other. Communications shall be deemed to have been received when delivered personally, on the scheduled
arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile upon receipt of confirmation of transmittal or,
if sent by mail, then three days after deposit in the mail. If given by electronic transmission, such notice shall be deemed to be delivered
(a) if by electronic mail, when directed to an electronic mail address at which the stockholder has consented to receive notice;
(b) if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the
later of (1) such posting and (2) the giving of such separate notice; and (c) if by any other form of electronic transmission,
when directed to the stockholder.


 






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12.   Counterparts


 


This Agreement
may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties
need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a
 “pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original
thereof.


 


13.   Survival; Severability


 


13.1.        Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive each Closing Date.


 


13.2.        Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that no such severability
shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


14.   Headings.


 


The titles and
subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.


 


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


 


	 	COMPANY:
	 	 
	 	FG NEW AMERICA ACQUISITION II CORP.
	 	 
	 	By:	 
	 	 	Name:  Larry G. Swets, Jr.
	 	 	Title:  Chief Executive Officer


 


	 	
    

    SUBSCRIBER:

	 	 
	 	[_]

	 	 	 
	 	By:	                      
	 	 	Name
	 	 	Title: 


 


[Signature Page to Manager Unit Purchase
Agreement]


 






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