REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 6th, 2023 • Colombier Acquisition Corp. Ii • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2023, is made and entered into by and among Colombier Acquisition Corp. II, a Cayman Islands exempted company (the “Company”) and Colombier Sponsor II LLC, a Delaware 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”).
COLOMBIER ACQUISITION CORP. II Palm Beach, FL 33480Colombier Acquisition Corp. Ii • October 6th, 2023 • New York
Colombier Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Colombier Sponsor II LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 3,737,500 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 487,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), unless otherwise provided in the definitive agreement for the Company’s i
WARRANT AGREEMENTWarrant Agreement • October 6th, 2023 • Colombier Acquisition Corp. Ii • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____, 2023, is by and between Colombier 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 6th, 2023 • Colombier Acquisition Corp. Ii
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Colombier Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2023 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • October 6th, 2023 • Colombier Acquisition Corp. Ii • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2023, by and between Colombier Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • October 6th, 2023 • Colombier Acquisition Corp. Ii • New York
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this ___th day of ___, 2023, by and between Colombier Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), having its principal place of business at 214 Brazilian Avenue, Suite 200-J, Palm Beach, FL 33480, and Colombier Sponsor II LLC (the “Purchaser”).
Colombier Acquisition Corp. II Palm Beach, FL 33480 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • October 6th, 2023 • Colombier Acquisition Corp. Ii • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Colombier Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and BTIG, LLC, as the representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 14,950,000 of the Company’s units (including up to 1,950,000 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-third of one redeemable warrant. Each whole warrant (each, a “Public Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units will be sold in the P
COLOMBIER ACQUISITION CORP. II Palm Beach, FL 33480Services and Indemnification Agreement • October 6th, 2023 • Colombier Acquisition Corp. Ii
This services and indemnification agreement (this “Agreement”) is being entered into by and among Colombier Acquisition Corp. II (the “Company”), OJJA, LLC, a Florida limited liability company (“OJJA”), Omeed Malik, Joe Voboril, Andrew Nasser and Jordan Cohen as of the date hereof, to confirm our agreement that:
Colombier Acquisition Corp. II Palm Beach, FL 33480Letter Agreement • October 6th, 2023 • Colombier Acquisition Corp. Ii
This letter agreement (this “Agreement”) by and between Colombier Acquisition Corp. II (the “Company”) and Farvahar Capital LLC (“Farvahar”), 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
