REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 3rd, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 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 3rd, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 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 3rd, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [•], 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 3rd, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 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 33401 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 3rd, 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
30,000,000 Units COLONNADE ACQUISITION CORP. II ($10.00 per Unit) UNDERWRITING AGREEMENTUnderwriting Agreement • March 3rd, 2021 • Colonnade Acquisition Corp. II • Blank checks • New York
