Exhibit 10.2


 


Voting and SUPPORT
AGREEMENT


 


This Voting and Support Agreement
(this “Agreement”), dated as of August 3, 2022, is entered into by and among Colonnade Acquisition Corp. II,
a Cayman Islands exempted company limited by shares (which shall migrate to and domesticate as a Delaware corporation prior to the closing
of the Merger (as defined herein) and in connection therewith change its name to Plastiq Inc. or another name to be determined by the
Company in its reasonable discretion) (“Acquiror”), Plastiq Inc., a Delaware corporation (the “Company”)
and certain of the stockholders of the Company, whose names appear on the signature pages of this Agreement (such stockholders, the “Stockholders”,
and Acquiror, the Company and the Stockholders, each a “Party”, and collectively, the “Parties”).


 


RECITALS


 


WHEREAS, concurrently
herewith, Acquiror, the Company and Pasadena Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Acquiror (“Merger
Sub”), are entering into an Agreement and Plan of Merger, dated as of August 3, 2022 (as amended, supplemented, restated
or otherwise modified from time to time, the “Merger Agreement”; capitalized terms used but not otherwise defined in
this Agreement shall have the meanings ascribed to them in the Merger Agreement), pursuant to which (and subject to the terms and conditions
set forth therein), Merger Sub will merge with and into the Company, (the “Merger”) with the Company being the surviving
corporation of the Merger (the “Surviving Corporation”), and as a result of which the Surviving Corporation will become
a wholly owned subsidiary of Acquiror;


 


WHEREAS, as of the date hereof,
each Stockholder is the record holder and “beneficial owner” (as such term is used herein, within the meaning of Rule 13d-3
under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange
Act”)) of, and is entitled to dispose of and vote, the number of shares of Company Common Stock and Company Preferred Stock
set forth opposite such Stockholder’s name on Schedule 1 of this Agreement (collectively, with respect to each Stockholder,
such Stockholder’s “Owned Shares”); and such Owned Shares, together with (i) any additional shares of Company
Common Stock and Company Preferred Stock (or any securities convertible into or exercisable or exchangeable for Company Common Stock or
Company Preferred Stock) in which such Stockholder acquires record and beneficial ownership after the date hereof, including by purchase,
as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such shares, or upon
exercise or conversion of any securities and (ii) any additional shares of Company Common Stock and Company Preferred Stock with respect
to which such Stockholder has the right to vote through a proxy (collectively, the “Covered Shares”);


 


WHEREAS, the
Stockholders are party to (i) that certain Seventh Amended and Restated Investors’ Rights Agreement, dated as of November 12,
2021, by and among the Company and the Investors (as defined therein) (the “Investors’ Rights Agreement”),
(ii) that certain Seventh Amended and Restated Voting Agreement, dated as of November 12, 2021, by and among the Company and the
Stockholders (as defined therein) (the “Voting Agreement”) and (iii) that certain Seventh Amended and Restated
Right of First Refusal and Co-Sale Agreement, dated as of November 12, 2021, by and among the Company, the Investors (as defined
therein) and the Key Holders (as defined therein) (the “ROFR Agreement” and, together with the Investors’
Rights Agreement and the Voting Agreement, the “Investment Agreements”); and


 


WHEREAS, as a condition
and inducement to the willingness of Acquiror and Merger Sub to enter into the Merger Agreement, the Company and the Stockholders are
entering into this Agreement.


 






     



     


    

 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, Acquiror,
the Company and each Stockholder hereby agree as follows:


 


1.
Agreement to Vote. Subject to the earlier termination of
this Agreement in accordance with Section 4 and the last paragraph of this Section 1, the Stockholder, solely in his, her
or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees, and agrees to cause any other
holder of record of any of the Stockholder’s Covered Shares, to validly execute and deliver to the Company in respect of all of
the Stockholder’s Covered Shares, on (or effective as of) the third (3rd) Business Day following the date that the consent solicitation
statement/prospectus included in the Registration Statement is disseminated to the Company’s stockholders (following the date that
the Registration Statement is declared effective by the SEC), a written consent in respect of all of the Stockholder’s Covered Shares
approving the Merger, the Merger Agreement, the other transactions contemplated thereby and any other matters necessary or reasonably
requested by the Company for consummation of the Merger and the other transactions contemplated by the Merger Agreement. In addition,
subject to the last paragraph of this Section 1, prior to the Agreement End Date (as defined herein), the Stockholder, in his,
her or its capacity as a stockholder or proxy holder of the Company, irrevocably and unconditionally agrees that, at any other meeting
of the stockholders of the Company (whether annual or special and whether or not an adjourned or postponed meeting, however called and
including any adjournment or postponement thereof) and in connection with any written consent of stockholders of the Company, such Stockholder
shall, and shall cause any other holder of record of any of such Stockholder’s Covered Shares to:


 


(a)
exercise the drag-along rights set forth in Section 3 of the Voting Agreement;


 


(b)
when such meeting is held, appear at such meeting or otherwise cause the Stockholder’s Covered Shares to be counted as present
thereat for the purpose of establishing a quorum;


 


(c)
vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return
and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares owned as of the record date for
such meeting (or the date that any written consent is executed by such Stockholder) in favor of the Merger and the adoption of the Merger
Agreement and any other matters necessary or reasonably requested by the Company for consummation of the Merger and the other transactions
contemplated by the Merger Agreement;


 




    2


     


    

 


(d)
 in any other circumstances upon which a consent or other approval is required under the Company’s Governing Documents or
the Investment Agreements or otherwise sought with respect to the Merger Agreement or the other transactions contemplated by the Merger
Agreement, vote, consent or approve (or cause to be voted, consented or approved) all of such Stockholder’s Covered Shares held
at such time in favor thereof; and


 


(e)
vote (or execute and return an action by written consent), or cause to be voted at such meeting (or validly execute and return
and cause such consent to be granted with respect to), all of such Stockholder’s Covered Shares against (i) any Acquisition Proposal
and (ii) any other action, transaction or agreement that would reasonably be expected to (x) materially impede, impair, interfere with,
delay, postpone or adversely affect the Merger or any of the other transactions contemplated by the Merger Agreement, (y) result in a
breach of any covenant, representation or warranty or other obligation or agreement of the Company under the Merger Agreement or (z) result
in a breach of any covenant, representation or warranty or other obligation or agreement of such Stockholder contained in this Agreement.


 


The obligations of each Stockholder
specified in this Section 1 shall apply whether or not the Merger or any action described above is recommended by the Board of
Directors of the Company or the Board of Directors of the Company has previously recommended the Merger but changed such recommendation.


 


2.
No Inconsistent Agreements. Each Stockholder hereby covenants
and agrees that such Stockholder shall not (i) enter into any voting agreement or voting trust with respect to any of such Stockholder’s
Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this Agreement, (ii) grant a proxy or power
of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations
pursuant to this Agreement, or (iii) enter into any agreement or undertaking that is otherwise inconsistent with, or would interfere with,
or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement.


 


3.  Dissenters’
Rights. Each Stockholder hereby irrevocably waives, and agrees not to exercise or attempt to exercise, any right to dissent or
right of appraisal or any similar provision under applicable Law (including pursuant to the DGCL) in connection with the Merger, the
Merger Agreement and the other transactions as contemplated by the Merger Agreement; provided, however, that such Stockholder
shall not be prohibited from exercising or attempting to exercise any of the foregoing in the event of fraud or material
misrepresentation pertaining to this Agreement or any Investment Agreement to which such Stockholder is a party on the part of
either Acquiror or the Company that results or would reasonably be expected to result in a material harm to such Stockholder. Each
Stockholder agrees that such Stockholder will not bring, commence, institute, maintain, prosecute or voluntarily aid any action,
claim, proceeding, order or other application, at law or in equity, in any court or before any Governmental Authority, which
challenges the validity of or seeks to enjoin, impair or delay the valid operation of any provision of this Agreement, the Merger,
the Merger Agreement or any of the Investment Agreements or the consideration and approval thereof by the stockholders of the
Company, the board of directors of the Company or the governing bodies of any of the Subsidiaries of the Company; provided,
however, that such Stockholder shall not be prohibited from bringing, commencing, instituting, maintaining, prosecuting or
voluntarily aiding in any of the foregoing in the event of fraud or material misrepresentation pertaining to this Agreement or any
Investment Agreement to which such Stockholder is a party on the part of either Acquiror or the Company that results or would
reasonably be expected to result in a material harm to such Stockholder.


 






    3


     


    

 


4.
Termination. This Agreement shall terminate upon the earliest
of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, and (iii) the time this Agreement
is terminated upon the mutual written agreement of the Company, Acquiror and the Stockholder (the earliest such date under clause (i),
(ii) and (iii) being referred to herein as the “Agreement End Date”) and the representations, warranties, covenants
and agreements contained in this Agreement and in any certificate or other writing delivered pursuant hereto shall not survive the Closing
or the termination of this Agreement; provided, that the provisions set forth in Sections 12 through 23 shall survive
the termination of this Agreement.


 


5.
Representations and Warranties of the Stockholders. Each
Stockholder hereby represents and warrants (severally and not jointly as to itself only) to the Acquiror and the Company as follows:


 


(a)
Such Stockholder is the sole beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid
and marketable title to or has a valid proxy to vote such shares, such Stockholder’s Covered Shares, free and clear of any Liens
(other than as created by this Agreement or the organizational documents of the Company (including, for the purposes hereof, any agreements
between or among stockholders of the Company)). As of the date hereof, other than the Owned Shares set forth opposite such Stockholder’s
name on Schedule 1, such Stockholder does not own beneficially or of record any shares of Company Common Stock or Company Preferred
Stock (or any securities convertible into shares of Company Common Stock or Company Preferred Stock) or any interest therein.


 


(b)
Such Stockholder, in each case except as provided in this Agreement, the Investment Agreements or the Governing Documents of the
Company, (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth
herein whether by ownership or by proxy, in each case, with respect to such Stockholder’s Covered Shares, (ii) has not entered into
any voting agreement or voting trust, and has no knowledge and is not aware of any such voting agreement or voting trust in effect with
respect to any of such Stockholder’s Covered Shares that is inconsistent with such Stockholder’s obligations pursuant to this
Agreement, (iii) has not granted a proxy or power of attorney with respect to any of such Stockholder’s Covered Shares that is inconsistent
with such Stockholder’s obligations pursuant to this Agreement, and has no knowledge and is not aware of any such proxy or power
of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere
with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of
any such agreement or undertaking.


 


(c)  Such
Stockholder affirms that (i) if the Stockholder is a natural person, he or she has all the requisite power and authority and has
taken all action necessary in order to execute and deliver this Agreement, to perform his or her obligations hereunder and to
consummate the transaction contemplated hereby, and (ii) if the Stockholder is not a natural person, (A) is a legal entity duly
organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of
its organization, and (B) has all requisite corporate or other power and authority and has taken all corporate or other action
necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, subject to the due execution and
delivery of this Agreement by each other Party hereto, constitutes a legally valid and binding agreement of such Stockholder
enforceable against the Stockholder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws
or other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific
performance and other equitable remedies).


 






    4


     


    

 


(d)
Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings,
notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required
to be obtained by such Stockholder from, or to be given by such Stockholder to, or be made by such Stockholder with, any Governmental
Authority in connection with the execution, delivery and performance by such Stockholder of this Agreement, the consummation of the transactions
contemplated hereby or the Merger or the other transactions contemplated by the Merger Agreement.


 


(e)
The execution, delivery and performance of this Agreement by such Stockholder does not, and the consummation of the transactions
contemplated hereby and the Merger and the other transactions contemplated by the Merger Agreement will not, constitute or result in (i)
a breach or violation of, or a default under, the Governing Documents of such Stockholder (if such Stockholder is not a natural person),
(ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default
under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on
any of the properties, rights or assets of such Stockholder pursuant to any Contract binding upon such Stockholder or, assuming (solely
with respect to performance of this Agreement and the transactions contemplated hereby), compliance with the matters referred to in Section
5(d), under any applicable Law to which such Stockholder is subject or (iii) any change in the rights or obligations of any party
under any Contract legally binding upon such Stockholder, except, in the case of clause (ii) or (iii) directly above, for any such breach,
violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected
to prevent or materially delay or impair such Stockholder’s ability to perform its obligations hereunder or to consummate the transactions
contemplated hereby, the consummation of the Merger or the other transactions contemplated by the Merger Agreement.


 


(f)
As of the date of this Agreement, there is no action, proceeding or investigation pending against such Stockholder or, to the knowledge
of such Stockholder, threatened against such Stockholder that, in any manner, questions the beneficial or record ownership of the Stockholder’s
Covered Shares or the validity of this Agreement, or challenges or seeks to prevent, enjoin or materially delay the performance by such
Stockholder of its obligations under this Agreement.


 


(g)  The
Stockholder is a sophisticated stockholder and has adequate information concerning the business and financial condition of Acquiror
and the Company to make an informed decision regarding this Agreement and the other transactions contemplated by the Merger
Agreement and has independently and based on such information as the Stockholder has deemed appropriate, made its own analysis and
decision to enter into this Agreement. The Stockholder acknowledges that Acquiror and the Company have not made and do not make any
representation or warranty to the Stockholder, whether express or implied, of any kind or character except as expressly set forth in
this Agreement. The Stockholder acknowledges that the agreements contained herein with respect to the Covered Shares held by the
Stockholder are irrevocable.


 






    5


     


    

 


(h)
Such Stockholder understands and acknowledges that Acquiror is entering into the Merger Agreement in reliance upon such Stockholder’s
execution and delivery of this Agreement and the representations, warranties, covenants and other agreements of such Stockholder contained
herein.


 


(i)
No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s
or other similar fee or commission for which Acquiror or the Company is or could be liable in connection with the Merger Agreement or
this Agreement or any of the respective transactions contemplated hereby or thereby, in each case based upon arrangements made by such
Stockholder in his, her or its capacity as a stockholder or, to the knowledge of such Stockholder, on behalf of such Stockholder in his,
her or its capacity as a stockholder of the Company.


 


6.
Certain Covenants of the Stockholders. Except in accordance
with the terms of this Agreement, each Stockholder hereby covenants and agrees as follows:


 


(a)
No Solicitation. Subject to Section 8 hereof, prior to the Agreement End Date, the Stockholder shall not, and, to
the extent applicable, shall cause its Affiliates and subsidiaries not to, and shall use its reasonable best efforts to cause its and
their respective representatives not to, directly or indirectly, (i) initiate, solicit or knowingly encourage or knowingly facilitate
any inquiries or requests for information with respect to, or the making of, any inquiry regarding, or any proposal or offer that constitutes,
or could reasonably be expected to result in or lead to, any Acquisition Proposal, (ii) engage in, continue or otherwise participate in
any negotiations or discussions concerning, or provide access to its properties, books and records or any confidential information or
data to, any Person relating to any proposal, offer, inquiry or request for information that constitutes, or could reasonably be expected
to result in or lead to, any Acquisition Proposal, (iii) approve, endorse or recommend, or propose publicly to approve, endorse or recommend,
any Acquisition Proposal, (iv) execute or enter into, any letter of intent, memorandum of understanding, agreement in principle, confidentiality
agreement, merger agreement, acquisition agreement, exchange agreement, joint venture agreement, partnership agreement, option agreement
or other similar agreement for or relating to any Acquisition Proposal or (v) resolve or agree to do any of the foregoing. Such Stockholder
also agrees that immediately following the execution of this Agreement such Stockholder shall, and, to the extent applicable, shall instruct
and cause each of its Affiliates and subsidiaries to, and shall use such Stockholder’s reasonable best efforts to cause its and
their representatives to, immediately cease and terminate any solicitations, discussions or negotiations with any Person (other than the
Parties and their respective representatives) conducted heretofore in connection with an Acquisition Proposal or any inquiry or request
for information that could reasonably be expected to lead to, or result in, an Acquisition Proposal. Such Stockholder shall promptly (and
in any event within two (2) Business Days) notify, in writing, Acquiror of the receipt of any inquiry, proposal, offer or request for
information received after the date hereof that constitutes, or could reasonably be expected to result in or lead to, any Acquisition
Proposal, which notice shall include a summary of the material terms of such inquiry, proposal or offer (and shall include any other documents
evidencing or specifying the terms of such proposal, offer, inquiry or request).


 






    6


     


    

 


Such Stockholder shall promptly
(and in any event within twenty-four (24) hours) keep Acquiror reasonably informed of any material developments with respect to any such
inquiry, proposal, offer, request for information or Acquisition Proposal (including any material changes thereto).


 


Notwithstanding anything in
this Agreement to the contrary, (i) such Stockholder shall not be responsible for the actions of the Company or the Board of Directors
of the Company (or any committee thereof), any subsidiary of the Company, or any officers, directors (in their capacity as such), employees
and professional advisors of any of the foregoing (collectively, the “Company Related Parties”), (ii) such Stockholder
makes no representations or warranties with respect to the actions of any of the Company Related Parties, and (iii) any breach by the
Company of its obligations under Section 6.5 of the Merger Agreement shall not be considered a breach of this Section 6(a)
(it being understood that, for the avoidance of doubt, such Stockholder shall remain responsible for any breach by the Stockholder or
his, her or its representatives (other than any such representative that is a Company Related Party) of this Section 6(a)).


 


(b)
Each Stockholder hereby agrees, prior to the Agreement End Date, not to (except in each case pursuant to the Merger Agreement),
(i) directly or indirectly, (a) sell, transfer, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger
(including by conversion into securities or other consideration), by tendering into any tender or exchange offer, by testamentary disposition,
by operation of Law or otherwise), either voluntarily or involuntarily (collectively, “Transfer”), or (b) enter into
any Contract or option with respect to the Transfer of, any of such Stockholder’s Covered Shares, or (ii) publicly announce any
intention to effect any transaction specified in clauses (a) or (b), or (iii) take any action that would make any representation or warranty
of such Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling such Stockholder from performing
its obligations under this Agreement; provided, however, that nothing herein shall prohibit a Transfer to an Affiliate of
the Stockholder or to another Stockholder of the Company that is a party to this Agreement and bound by the terms and obligations hereof
(a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if,
as a precondition to such Transfer, the transferee agrees in a writing, reasonably satisfactory in form and substance to Acquiror, to
assume all of the obligations of the Stockholder under, and be bound by all of the terms of, this Agreement; provided, further,
that any Transfer permitted under this Section 6(b) shall not relieve the Stockholder of its obligations under this Agreement.
Any Transfer in violation of this Section 6(b) with respect to the Stockholder’s Covered Shares shall be null and void.


 


(c)
Each Stockholder hereby authorizes the Company to maintain a copy of this Agreement at either the executive office or the registered
office of the Company.


 


7.
Further Assurances. From time to time, at Acquiror’s
request and without further consideration, each Stockholder shall execute and deliver such additional documents and take all such further
action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by the
Merger Agreement and this Agreement.


 


8.  Disclosure.
Such Stockholder hereby authorizes the Company and Acquiror to publish and disclose in any announcement or disclosure required by
the SEC such Stockholder’s identity and ownership of the Covered Shares and the nature of such Stockholder’s obligations
under this Agreement.


 






    7


     


    

 


9.
Public Announcements; Filings; Disclosure. Each Stockholder (and such Stockholders Affiliates) shall not issue any press
release or make any other public announcement or public statement (a “Public Communication”) with respect to this Agreement,
the Merger Agreement, the other Investment Agreements or the transactions contemplated by this Agreement, the Merger Agreement or the
other Investment Agreements, without the prior written consent of Acquiror and the Company, except (a) as required by applicable Law or
court process, in which case such Stockholder shall use its reasonable efforts to provide Acquiror and the Company and their respective
legal counsel with a reasonable opportunity to review and comment on such Public Communication in advance of its issuance and shall consider
in good faith any such comments or (b) with respect to a Public Communication that is consistent with prior disclosures by Acquiror and
the Company; provided, that the foregoing shall not apply to any disclosure required to be made by such Stockholder to a Governmental
Authority so long as such disclosure is consistent with the terms of this Agreement and the Merger Agreement and the disclosures made
by the Company and Acquiror pursuant to the terms of the Merger Agreement. Notwithstanding anything to the contrary in this Section
9, any member of the Board of Directors of the Company or any officer of Company, in his or her capacity as such, may make public
statements in such capacity to the extent permitted under the Merger Agreement. Each Stockholder further (i) consents to and authorizes
the Company and Acquiror to publish and disclose in any disclosure required by the SEC and in the proxy statement prepared by Acquiror
and filed with the SEC relating to Acquiror Shareholder Meeting (the “Proxy Statement”) such Stockholder’s identity
and ownership of Owned Shares (including the number of Owned Shares owned by such Stockholder solely to the extent that such information
is required to be disclosed by applicable Law) and such Stockholders’ obligations under this Agreement (the “Restricted
Stockholder Information”), (ii) consents to the filing of this Agreement to the extent required by applicable Law to be filed
with the SEC or any Governmental Authority relating to the Merger, and (iii) agrees to reasonably cooperate with Acquiror in connection
with such filings, including providing such Restricted Stockholder Information reasonably requested by Acquiror. Acquiror shall use its
reasonable best efforts to provide each Restricted Party with a reasonable opportunity to review and comment on any Restricted Stockholder
Information of such Stockholder included in such disclosure in advance of its filing. As promptly as practicable, each Stockholder shall
notify Acquiror of any required corrections with respect to any Restricted Stockholder Information supplied by such Stockholder, if and
to the extent such Stockholder becomes aware that any such Restricted Stockholder Information shall have become false or misleading in
any material respect.


 


10.
Changes in Capital Stock. In the event (i) of a stock split,
stock dividend or distribution, or any change in Company Common Stock or Company Preferred Stock by reason of any split-up, reverse stock
split, recapitalization, combination, reclassification, exchange of shares or the like, (ii) the Stockholder purchases or otherwise acquires
beneficial ownership of any Company Common Stock or Company Preferred Stock or (iii) the Stockholder acquires the right to vote or share
in the voting of any Company Common Stock or Company Preferred Stock, the terms “Owned Shares” and “Covered Shares”
shall be deemed to refer to and include such shares as well as all such stock dividends and distributions and any securities into which
or for which any or all of such shares may be changed or exchanged or which are received in such transaction.


 




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11.
 Amendment and Modification. This Agreement may not be amended,
modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing signed by Acquiror,
the Company and the applicable Stockholder.


 


12.
Waiver. No failure or delay by any party hereto exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies of the Parties hereto
hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the
part of a Party hereto to any such waiver shall be valid only if set forth in a written instrument executed and delivered by such Party.


 


13.
Notices. All notices and other communications hereunder
shall be in writing and shall be deemed given if delivered personally, by email (with confirmation of receipt) or sent by a nationally
recognized overnight courier service, such as Federal Express, to the Parties hereto at the following addresses (or at such other address
for a Party as shall be specified by like notice made pursuant to this Section 13):


 


if to the Stockholder, to the address or email address set
forth opposite such Stockholder’s name on Schedule 1, or in the absence of such address


 


or email address being set forth on
Schedule 1, the address (including email) set forth in the Company’s books and records,


 


with a copy (which shall not constitute
notice) to:





 


Latham & Watkins LLP


885 Third Avenue


New York, New York 10022


		Attn:	Justin Hamill



			Ryan Maierson



			Jason Morelli



		Email:	Justin.Hamill@lw.com



		 	Ryan.Maierson@lw.com



		 	Jason.Morelli@lw.com



 


if to the Company, to it at:


 


Plastiq Inc.


260 9th Street


San Francisco, CA 94110


		Attn:	Sirena Roberts, General Counsel



		Email:	legal@plastiq.com



 






    9


     


    

 


with a copy (which shall not constitute
notice) to:


 


Latham & Watkins LLP


885 Third Avenue


New
York, New York 10022


		Attn:	Justin Hamill



			Ryan Maierson



			Jason Morelli



		Email:	Justin.Hamill@lw.com



		 	Ryan.Maierson@lw.com



		 	Jason.Morelli@lw.com



 


if to Acquiror, to it at:


 


Colonnade Acquisition Corp. II


1400 Centrepark Blvd, Suite 810


West Palm Beach, FL 33401


		Attn:	Joseph Sambuco



			Remy Trafelet



		Email:	jsambucoj@claacq.com



		 	rtrafelet@claacq.com



 


with a copy (which shall not constitute
notice) to:


 


White & Case LLP


1221 Avenue of the Americas


New York, NY 10020


		Attn:	Daniel Nussen



			Matthew Kautz



		Email:	daniel.nussen@whitecase.com



		 	m.kautz@whitecase.com



 


14.
No Ownership Interest. Nothing contained in this Agreement
shall be deemed to vest in Acquiror any direct or indirect ownership or incidence of ownership of or with respect to the Covered Shares
of the Stockholder. All rights, ownership and economic benefits of and relating to the Covered Shares of the Stockholder shall remain
vested in and belong to the Stockholder, and Acquiror shall have no authority to direct the Stockholder in the voting or disposition of
any of the Stockholder’s Covered Shares, except as otherwise provided herein.


 


15.
Entire Agreement; Time of Effectiveness. This Agreement
and the Merger Agreement constitute the entire agreement and supersede all prior agreements and understandings, both written and oral,
between the parties hereto with respect to the subject matter hereof and thereof. This Agreement shall not be effective or binding upon
the Stockholder until after such time as the Merger Agreement is executed and delivered by the Company, Acquiror and Merger Sub.


 


16.  No
Third-Party Beneficiaries. The Stockholder hereby agrees that its representations, warranties and covenants set forth
herein are solely for the benefit of Acquiror in accordance with and subject to the terms of this Agreement, and this Agreement is
not intended to, and does not, confer upon any Person other than the parties hereto any rights or remedies hereunder, including the
right to rely upon the representations and warranties set forth herein, and the parties hereto hereby further agree that this
Agreement may only be enforced against, and any Action that may be based upon, arise out of or relate to this Agreement, or the
negotiation, execution or performance of this Agreement may only be made against, the Persons expressly named as parties hereto; provided
that the Company shall be an express third party beneficiary with respect to Section 5 and Section 6(b).


 






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17.
Governing Law and Venue; Service of Process; Waiver of Jury Trial.


 


(a)
This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions
contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect
to principles or rules of conflicts of laws to the extent such principles or rules are not mandatorily applicable and would require or
permit the application of the Laws of another jurisdiction other than the State of Delaware.


 


(b)
In addition, each of the parties (i) consents to submit itself, and hereby submits itself, to the personal jurisdiction of the
Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction, any state or federal court located
in the State of Delaware having subject matter jurisdiction, in the event any dispute arises out of this Agreement or any of the transactions
contemplated by this Agreement, (ii) agrees that it will not attempt to deny or defeat such personal jurisdiction by motion or other request
for leave from any such court, and agrees not to plead or claim any objection to the laying of venue in any such court or that any judicial
proceeding in any such court has been brought in an inconvenient forum, (iii) agrees that it will not bring any action relating to this
Agreement or any of the transactions contemplated by this Agreement in any court other than the Court of Chancery of the State of Delaware
or, if such court does not have subject matter jurisdiction, any state or federal court located in the State of Delaware having subject
matter jurisdiction, and (iv) consents to service of process being made through the notice procedures set forth in Section 14.


 


(c)
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, INTENTIONALLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION BASED UPON, ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


18.
Assignment; Successors. Neither this Agreement nor any of
the rights, interests or obligations hereunder shall (a) be assigned by any of the Stockholders in whole or in part (whether by operation
of Law or otherwise) without the prior written consent of Acquiror and the Company or (b) be assigned by Acquiror or the Company in whole
or in part (whether by operation of law or otherwise) without the prior written consent of (i) the Company or Acquiror, respectively,
and (ii) the applicable Stockholder. Any such assignment without such consent shall be null and void. This Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties hereto and their respective successors and permitted assigns.


 


19.  Enforcement.
The rights and remedies of the parties shall be cumulative with and not exclusive of any other remedy conferred hereby. The parties
agree that irreparable damage would occur and that the parties would not have any adequate remedy at law in the event that any of
the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is
accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent breaches or threatened breaches of
this Agreement and to enforce specifically the terms and provisions of this Agreement, including each Stockholder’s
obligations to vote its Covered Shares as provided in this Agreement, in the Court of Chancery of the State of Delaware or, if under
applicable law exclusive jurisdiction over such matter is vested in the federal courts, any state or federal court located in the
State of Delaware, without proof of actual damages or otherwise (and each Party hereby waives any requirement for the securing or
posting of any bond in connection with such remedy), this being in addition to any other remedy to which they are entitled at law or
in equity.


 






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20.
Severability. If any term or other provision of this Agreement
is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable or against its regulatory policy, the
remainder of the terms and provisions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, so long as the economic and legal substance of the transactions contemplated hereby, taken as a whole, are not affected
in a manner materially adverse to any Party hereto. Upon such a determination, the parties hereto shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the parties hereto as closely as possible in an acceptable manner in order that
the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.


 


21.
Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, it being understood that each Party need not sign the same
counterpart. This Agreement shall become effective when each Party shall have received a counterpart hereof signed by all of the other
parties. Signatures delivered electronically or by facsimile shall be deemed to be original signatures.


 


22.
Interpretation and Construction. The words “hereof,”
“herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole
and not to any particular provision of this Agreement. The descriptive headings used herein are inserted for convenience of reference
only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. References to Sections are to Sections
of this Agreement unless otherwise specified. Any singular term in this Agreement shall be deemed to include the plural, and any plural
term the singular. The definitions contained in this Agreement are applicable to the masculine as well as to the feminine and neuter genders
of such term. Whenever the words “include,” “includes” or “including” are used in this Agreement,
they shall be deemed to be followed by the words “without limitation,” whether or not they are in fact followed by those words
or words of like import. “Writing,” “written” and comparable terms refer to printing, typing and other means of
reproducing words (including electronic media) in a visible form. References to any statute shall be deemed to refer to such statute and
to any rules or regulations promulgated thereunder. References to any person include the successors and permitted assigns of that person.
References from or through any date mean, unless otherwise specified, from and including such date or through and including such date,
respectively. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted
jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship
of any of the provisions of this Agreement.


 


23.
 Capacity as a Stockholder or Proxy Holder. Notwithstanding
anything herein to the contrary, the Stockholder or proxy holder signs this Agreement solely in the Stockholder’s or proxy holder’s
capacity as a stockholder or proxy holder of the Company, and not in any other capacity and this Agreement shall not limit, prevent or
otherwise affect the actions of the Stockholder, proxy holder or any Affiliate, employee or designee of the Stockholder or proxy holder,
or any of their respective Affiliates in his or her capacity, if applicable, as an officer or director of the Company (or any Subsidiary
of the Company) or any other Person, including in the exercise of his or her fiduciary duties as a director or officer of the Company
or any Subsidiary of the Company. No Stockholder shall be liable or responsible for any breach, default, or violation of any representation,
warranty, covenant or agreement by any other Stockholder that is also a Party hereto and each Stockholder shall solely be required to
perform its obligations hereunder in its individual capacity.


 


24.
Affiliate Agreements. The Stockholder hereby agrees and consents to the termination of all affiliate arrangements indicated
for termination on Section 6.3 of the Company Disclosure Letter to which the Stockholder is party, effective as of the Effective Time
without any further liability or obligation to the Company, the Company’s Subsidiaries or Acquiror.


 


25.
Miscellaneous. Section 11.1 (Trust Account Waiver), 11.8 (Headings; Counterparts) and 11.13 (Severability),
of the Merger Agreement is hereby incorporated into this Agreement (including any relevant definitions contained in any such Sections),
mutatis mutandis.


 


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IN WITNESS WHEREOF, the parties
hereto have caused this Agreement to be executed (where applicable, by their respective officers or other authorized Persons thereunto
duly authorized) as of the date first written above.


 


	 	COLONNADE ACQUISITION CORP. II
	 	 	 
	 	By:	       
	 	Name:	Remy W. Trafelet
	 	Title:	Chief Executive Officer



 


[Signature Page to Voting and Support Agreement]


 



     


     


    

 





	 	[STOCKHOLDER]
	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 



 


[Signature Page to Voting and Support Agreement]


 




     


     


    

 


	 	PLASTIQ INC.
	 	 
	 	By:	             
	 	Name:	 Eliot Buchanan
	 	Title:	Chief Executive Officer



 


[Signature Page to Voting and Support Agreement]