EX-10.5





 Exhibit 10.5 

COLONNADE ACQUISITION CORP. II 

1400 Centrepark Blvd, Ste 810 
 West
Palm Beach, FL 33401 
 March 9, 2021 

Colonnade Sponsor II LLC 
 1400 Centrepark Blvd, Ste 810 

West Palm Beach, FL 33401 
 Re: Administrative Services
Agreement 
 Ladies and Gentlemen: 
 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”): 

1. The Sponsor shall make available, or cause to be made available, to the Company, at 1400 Centrepark Blvd, Ste 810, West Palm Beach, FL 33401
(or any successor location), office space and secretarial and administrative services as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor $30,000 per month on the Listing Date and continuing monthly
thereafter until the Termination Date; and 
 2. The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action
and claims of any kind as a result of, or arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts due to it out of, the trust account established for the benefit of the
public shareholders of the Company and into which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”), and hereby irrevocably waives any Claim it may have in
the future as a result of, or arising out of, this Agreement, which Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse,
reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever. 

This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all
prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. 

This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties
hereto. 
 No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. 

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, without regards to the conflicts of laws principles thereof. 
 [Signature Page Follows] 












 
			
	Very truly yours,
	
	COLONNADE ACQUISITION CORP. II
		
	By:	 	 /s/ Remy W. Trafelet

		 	Name: Remy W. Trafelet
		 	Title: Chief Executive Officer


  

			
	AGREED AND ACCEPTED BY:
	
	COLONNADE SPONSOR II LLC
		
	By:	 	 /s/ Joseph S. Sambuco

		 	Name: Joseph S. Sambuco
		 	Title: Manager

 [Signature Page to Administrative Services Agreement]