REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 9, 2021, is made and entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 12th, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 9, 2021 by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 12th, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 9, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Colonnade Sponsor II LLC, a Cayman Islands limited liability company (the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • March 12th, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 9, 2021, is by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
Colonnade Acquisition Corp. II c/o 1400 Centrepark Blvd, Ste 810 West Palm Beach, FL 33401Letter Agreement • March 12th, 2021 • Colonnade Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Barclays Capital Inc. and Deutsche Bank Securities Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-fifth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as de
Colonnade Acquisition Corp. II West Palm Beach, FL 33401Colonnade Acquisition Corp. II • February 12th, 2021 • Blank checks • New York
Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”, “we” or “us”), is pleased to accept the offer made by Colonnade Sponsor II LLC, a Cayman Islands limited liability company (“Subscriber” or “you”), to subscribe for and purchase 7,187,500 Class B ordinary shares of the Company, of $0.0001 par value per share (the “Shares”), up to 937,500 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the “Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 12th, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
This INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between Colonnade Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
30,000,000 Units COLONNADE ACQUISITION CORP. II ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • March 12th, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
FINANCING AGREEMENT Dated as of November 14, 2022 by and among PLASTIQ INC., as Borrower, AND EACH SUBSIDIARY OF THE BORROWER LISTED AS A GUARANTOR ON THE SIGNATURE PAGES HERETO, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO, as Lenders,...Financing Agreement • January 13th, 2023 • Colonnade Acquisition Corp. II • Services-business services, nec • New York
Financing Agreement, dated as of November 14, 2022, by and among Plastiq Inc., a Delaware corporation (together with each Person that executes a joinder agreement and becomes a “Borrower” hereunder, each a “Borrower” and collectively, the “Borrowers”), each subsidiary of any Borrower listed as a “Guarantor” on the signature pages hereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” hereunder, each a “Guarantor” and collectively, the “Guarantors”), the lenders from time to time party hereto (each a “Lender” and collectively, the “Lenders”), Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Collateral Agent”), and Blue Torch, as administrative agent for the Lenders (in such capacity, together with its permitted successors and assigns in such capacity, the “Administrative Agent” and togeth
COLONNADE ACQUISITION CORP. II West Palm Beach, FL 33401Letter Agreement • March 12th, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
This letter agreement (this “Agreement”) by and between Colonnade Acquisition Corp. II (the “Company”) and Colonnade Sponsor II LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 7th, 2022 • Colonnade Acquisition Corp. II • Services-business services, nec
This Amendment (this “Amendment”), entered into and effective as of December 7, 2022, is made to that Agreement and Plan of Merger (as may be further amended, modified and restated, the “Merger Agreement”), dated as of August 3, 2022, by and among Colonnade Acquisition Corp. II, a Cayman Islands exempted company limited by shares (which shall migrate and domesticate as a Delaware corporation prior to the Closing) (“Acquiror”), Pasadena Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Acquiror (“Merger Sub”), and Plastiq Inc., a Delaware corporation (the “Company”). Each of the Company, Acquiror and Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Merger Agreement.
PLASTIQ INC. NOTE PURCHASE AGREEMENTNote Purchase Agreement • January 13th, 2023 • Colonnade Acquisition Corp. II • Services-business services, nec • Delaware
THIS NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of November 10, 2022, by and among Plastiq Inc., a Delaware corporation (the “Company”), and the Persons (each a “Purchaser” and together the “Purchasers”) listed on Exhibit A attached to this Agreement (the “Schedule of Purchasers”).
AMENDMENT NO. 1 TO FINANCING AGREEMENTFinancing Agreement • January 13th, 2023 • Colonnade Acquisition Corp. II • Services-business services, nec
AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Amendment”), dated as of December 28, 2022 to the Financing Agreement (as defined below), by and among Plastiq Inc. (the “Borrower”), each subsidiary of the Borrower listed as a “Borrower” on the signature pages thereto (together with each other Person that executes a Joinder Agreement (as defined therein) and becomes a “Borrower” thereunder, each, a “Borrower” and, collectively, jointly and severally, the “Borrowers”), each subsidiary of the Borrower listed as a “Guarantor” on the signature pages thereto (together with each other Person that executes a joinder agreement and becomes a “Guarantor” thereunder or otherwise guaranties all or any part of the Obligations (as defined therein), each a “Guarantor” and, collectively, the “Guarantors”), the lenders from time to time party thereto (each a “Lender” and, collectively, the “Lenders”), and Blue Torch Finance LLC, a Delaware limited liability company (“Blue Torch”), as collateral agent for
