REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 20, 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”).
WARRANT AGREEMENTWarrant Agreement • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 20, 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 • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of November 20, 2023 by and between Colombier Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Underwriting Agreement between Colombier Acquisition Corp. II and BTIG, LLC Dated November 20, 2023 (the “Agreement”)Underwriting Agreement • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks • New York
The undersigned, Colombier Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
WARRANT SUBSCRIPTION AGREEMENTWarrant Subscription Agreement • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks • New York
This WARRANT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of this 20th day of November, 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 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks • 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 17,250,000 of the Company’s units (including up to 2,250,000 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 • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks
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:
November 20, 2023Letter Agreement • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks
Colombier Acquisition Corp. II Palm Beach, FL 33480Letter Agreement • November 27th, 2023 • Colombier Acquisition Corp. Ii • Blank checks
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”):
