Exhibit 10.1


 



SPONSOR SUPPORT AGREEMENT


 


This Sponsor Support Agreement
(this “Sponsor Agreement”) is dated as of August 3, 2022, by and among Colonnade Sponsor II LLC, a Cayman Islands limited
liability company (the “Sponsor”), Colonnade Acquisition Corp. II, a Cayman Islands exempted company limited by shares
(which shall domesticate as a Delaware corporation prior to the Closing (as defined in the Merger Agreement (as defined below)) (“Acquiror”),
and Plastiq Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have
the respective meanings ascribed to such terms in the Merger Agreement.


 


WHEREAS, as of the date hereof,
the Sponsor is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of
8,250,000 shares of Acquiror Class B Common Stock and 5,733,333 Acquiror Private Placement Warrants (collectively, the “Subject
Securities”);


 


WHEREAS, contemporaneously with
the execution and delivery of this Sponsor Agreement, Acquiror, Pasadena Merger Sub Inc., a Delaware corporation (“Merger Sub”),
and the Company, have entered into an Agreement and Plan of Merger (as may be amended or modified from time to time, the “Merger
Agreement”), dated as August 3, 2022, pursuant to which, among other transactions, Merger Sub is to merge with and into the
Company, with the Company continuing on as the surviving entity and a wholly owned subsidiary of Acquiror, on the terms and conditions
set forth therein (the “Merger”); and


 


WHEREAS, as an inducement to
Acquiror and the Company to enter into the Merger Agreement and to consummate the transactions contemplated therein, the parties hereto
desire to agree to certain matters as set forth herein.


 


NOW, THEREFORE, in consideration
of the foregoing and the mutual agreements contained herein, and intending to be legally bound hereby, the parties hereto hereby agree
as follows:


 






     


     


    

 


ARTICLE
I


SPONSOR SUPPORT AGREEMENT; COVENANTS


 


Section 1.1
Binding Effect of Merger Agreement. The Sponsor hereby acknowledges that it has read the Merger Agreement and this Sponsor
Agreement and has had the opportunity to consult with its tax and legal advisors. The Sponsor shall be bound by and comply with Sections
7.4 (No Solicitation by Acquiror) and 11.12 (Publicity) of the Merger Agreement (and any relevant definitions contained
in any such Sections) as if the Sponsor was an original signatory to the Merger Agreement with respect to such provisions.


 


Section 1.2
Lock-up; No Transfer.


 


(a) During the period
commencing on the date hereof and ending on the earliest of (a) the Effective Time, (b) such date and time as the Merger Agreement
shall be terminated in accordance with Section 10.1 (Termination) thereof (the earlier of (a) and (b), the
“Expiration Time”) and (c) the liquidation of Acquiror, the Sponsor shall not, without the prior written consent
of the Company, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, file (or participate in the filing of) a registration statement with the
SEC (other than the Proxy Statement/Registration Statement) or establish or increase a put equivalent position or liquidate or
decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Subject Securities
owned by Sponsor (unless the transferee agrees to be bound by this Sponsor Agreement), (ii) enter into any swap or other arrangement
that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the
Sponsor or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (clauses (i) - (iii)
collectively, a “Transfer”); provided, however, that the Sponsor may Transfer any such Subject
Securities to any Affiliate of the Sponsor or any member of the Sponsor (each 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 the Company, to assume all of the obligations of the Sponsor under, and be bound by
all of the terms of, this Sponsor Agreement; provided, further, that any Transfer permitted under this Section
1.2(a) shall not relieve the Sponsor of its obligations under this Agreement. Any Transfer in violation of this Section
1.2(a) shall be null and void.


 


(b)
Notwithstanding anything contrary set forth in the Insider Letter, during the period commencing upon the Closing and ending on
the date that is 180 days following the Closing (the “Lock-up Period”), the Sponsor shall not Transfer any Lock-up
Shares (as defined below), other than pursuant to a Permitted Transfer; provided, 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 the
Company, to assume all of the obligations of the Sponsor under, and be bound by all of the terms of, this Sponsor Agreement; provided,
further, that any Transfer permitted under this Section 1.2(b) shall not relieve the Sponsor of its obligations under this
Agreement. Any Transfer in violation of this Section 1.2(b) shall be null and void.


 


(c)
Notwithstanding the provisions set forth in Section 1.2(b), if (i) at least 120 days have elapsed since the Closing and
(ii) the Lock-up Period is scheduled to end during a Blackout Period (as defined below) or within five (5) Trading Days (as defined below)
prior to a Blackout Period (such period, the “Specified Period”), the Lock-up Period shall end ten (10) Trading Days
prior to the commencement of the Blackout Period (the “Blackout-Related Release”); provided that the Acquiror
shall announce the date of the expected Blackout-Related Release through a major news service, or on a Form 8-K, at least two (2) Trading
Days in advance of the Blackout-Related Release; and provided further that the Blackout-Related Release shall not occur unless
the Acquiror shall have publicly released its earnings results for the quarterly period during which the Closing occurred. For the avoidance
of doubt, in no event shall the Lock-Up Period end earlier than 120 days after the Closing pursuant to the Blackout-Related Release.


 






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(d) For purposes of this
Section 1.2:


 





(i)
 the term “Blackout Period” means a broadly applicable and regularly scheduled period during which trading in
the Acquiror’s securities would not be permitted under the Acquiror’s insider trading policy;


 


(ii)
the term “Lock-up Shares” means the shares of Acquiror Common Stock held by the Sponsor immediately following
the Closing (other than shares of Acquiror Common Stock acquired in the public market or pursuant to a transaction exempt from registration
under the Securities Act of 1933, as amended, pursuant to a subscription agreement where the issuance of Acquiror Common Stock occurs
on or after the Closing); and


 


(iii)
the term “Trading Day” is a day on which the New York Stock Exchange and the Nasdaq Stock Market are open for
the buying and selling of securities.


 


Section 1.3
New Shares. In the event that (a) any Acquiror Common Shares, Acquiror Warrants or other equity securities of Acquiror are
issued to the Sponsor after the date of this Sponsor Agreement pursuant to any stock dividend, stock split, recapitalization, reclassification,
combination or exchange of Acquiror Common Shares or Acquiror Warrants of, on or affecting the Acquiror Common Shares or Acquiror Warrants
owned by the Sponsor or otherwise, (b) the Sponsor purchases or otherwise acquires beneficial ownership of any Acquiror Common Shares,
Acquiror Warrants or other equity securities of Acquiror after the date of this Sponsor Agreement, or (c) the Sponsor acquires the right
to vote or share in the voting of any Acquiror Common Shares or other equity securities of Acquiror after the date of this Sponsor Agreement
(such Acquiror Common Shares, Acquiror Warrants or other equity securities of Acquiror, collectively the “New Securities”),
then such New Securities acquired or purchased by the Sponsor shall be subject to the terms of this Sponsor Agreement to the same extent
as if they constituted the Subject Securities owned by the Sponsor as of the date hereof.


 


Section 1.4
Closing Date Deliverables. On the Closing Date, the Sponsor shall deliver to Acquiror and the Company a duly executed copy
of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsor, certain of the Company’s
stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit C to the Merger Agreement.


 


Section 1.5
Sponsor Agreements.


 


(a)
At any meeting of the shareholders of Acquiror, however called, or at any adjournment thereof, or in any other circumstance in
which the vote, consent or other approval of the shareholders of Acquiror is sought, the Sponsor shall (i) appear at each such meeting
or otherwise cause all of its Acquiror Common Shares to be counted as present thereat for purposes of calculating a quorum and (ii) vote
(or cause to be voted), or execute and deliver a written consent (or cause a written consent to be executed and delivered) covering, all
of its Acquiror Common Shares:


 


(i)
in favor of each Transaction Proposal;


 



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(ii) against any Business
Combination Proposal or any proposal relating to a Business Combination Proposal (in each case, other than the Transaction Proposals);


 


(iii)
against any merger agreement or merger (other than the Merger Agreement and the Merger), consolidation, combination, sale of substantial
assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Acquiror;


 


(iv)
against any change in the business, management or Board of Directors of Acquiror (other than in connection with the Transaction
Proposals or pursuant to the Merger Agreement or the Ancillary Agreements); and


 


(v)
against any proposal, action or agreement that would (A) impede, frustrate, prevent or nullify any provision of this Sponsor Agreement,
the Merger Agreement or the Merger, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation
or agreement of Acquiror or the Merger Sub under the Merger Agreement, (C) result in any of the conditions set forth in Article IX (Conditions
to Obligations) of the Merger Agreement not being fulfilled or (D) change in any manner the dividend policy or capitalization of,
including the voting rights of any class of capital stock of, Acquiror.


 


The Sponsor hereby agrees
that the Sponsor shall not commit or agree to take any action inconsistent with the foregoing.


 


(b)
Except as set forth herein, the Sponsor shall comply with, and fully perform all of its obligations, covenants and agreements set
forth in, the Insider Letter (as defined below), including the obligations of the Sponsor pursuant to Section 1 therein to not redeem
any Acquiror Common Shares owned by the Sponsor in connection with the transactions contemplated by the Merger Agreement.


 


(c)
During the period commencing on the date hereof and ending on the earlier of the Effective Date and the termination of the Merger
Agreement pursuant to Section 10.1 (Termination) thereof, without the prior written consent of the Company, Sponsor shall not modify
or amend any Contract listed on Schedule I hereto (which consent shall not be unreasonably conditioned, delayed or denied so long
as such modification or amendment is in connection with or relates to the transactions contemplated by the Merger Agreement or an Ancillary
Agreement).


 


Section 1.6
Further Assurances. The Sponsor shall take, or cause to be taken, all actions and do, or cause to be done, all things reasonably
necessary under applicable Laws to consummate the Merger and the other transactions contemplated by the Merger Agreement on the terms
and subject to the conditions set forth therein and herein.


 


Section 1.7
No Inconsistent Agreement. The Sponsor hereby represents and covenants that the Sponsor has not entered into, and shall
not enter into, any agreement that would restrict, limit or interfere with the performance of the Sponsor’s obligations hereunder.


 






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Section 1.8 Insider
Letter. Neither the Sponsor nor Acquiror shall amend, terminate or otherwise modify that certain letter agreement, dated as of
March 9, 2021, by and among the Acquiror, the Sponsor and certain of the Acquiror’s current and former officers and directors
(the “Insider Letter”), without the Company’s prior written consent.


 


Section 1.9
Wavier of Anti-Dilution Provision. The Sponsor hereby (but subject to the consummation of the Merger) waives (for itself,
for its successors, heirs and assigns), to the fullest extent permitted by law and the amended and restated memorandum and articles of
association of Acquiror (as may be amended from time to time, the “Articles”), the provisions of Article 17.3 of the
Articles to have the Acquiror Class B Common Stock convert to Acquiror Class A Common Stock at a ratio of greater than one-for-one. The
waiver specified in this Section 1.9 shall be applicable only in connection with the transactions contemplated by the Merger Agreement
and this Sponsor Agreement (and any shares of Acquiror Class A Common Stock or equity-linked securities issued in connection with the
transactions contemplated by the Merger Agreement and this Sponsor Agreement) and shall be void and of no force and effect if the Merger
Agreement shall be terminated for any reason.


 


Section 1.10
Sponsor Forfeiture.


 


(a)
Effective immediately prior to (and contingent upon) the Closing (and for the avoidance of doubt, after the Domestication has occurred),
the Sponsor shall forfeit (the “Share Forfeiture”) (x) 1,250,000 shares of Domesticated Acquiror Common Stock and (y)
solely in the event that the Acquiror Trust Amount (as defined below) is less than $75,000,000, 1,250,000 shares of Domesticated Acquiror
Common Stock (the aggregate number of shares of Domesticated Acquiror Common Stock to be forfeited by the Sponsor pursuant to this Section
1.10(a), the “Forfeited Shares”).


 


(b)
For purposes of Section 1.10(a), “Acquiror Trust Amount” shall mean the dollar amount remaining in the
Trust Account (excluding any interest earned on the funds held in the Trust Account) after giving effect to the Acquiror Share Redemption
(excluding any interest earned on the Acquiror Class A Common Stock).


 


(c) To effect the Share Forfeiture
immediately prior to (and contingent upon) the Closing (and for the avoidance of doubt, after the Domestication has occurred):


 





(i)
 the Sponsor shall surrender the Forfeited Shares to Acquiror for cancellation and in exchange for no consideration;


 


(ii)
Acquiror shall immediately retire and cancel all of the Forfeited Shares (and shall direct the Acquiror’s transfer agent
(or so other intermediaries as appropriate) to take any and all such actions incidental thereto); and


 


(iii)
the Sponsor and Acquiror each shall take such actions as are reasonably necessary to cause the Forfeited Shares to be retired and
cancelled, after which such Forfeited Shares shall no longer be issued, outstanding, convertible or exercisable.


 


(d)
For purposes of this Section 1.10, shares of the Forfeited Securities (in all cases) shall be rounded down to the nearest
whole number.


 






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(e)
The parties hereto intend that, for United States federal and applicable state and local, income tax purposes, the Share Forfeiture
shall be treated as a contribution governed by Section 118 of the Internal Revenue Code of 1986, as amended (the “Code”),
and the parties shall prepare and file all relevant United States federal, state and local income tax returns consistent with such intended
treatment absent a contrary “determination” (within the meaning of Section 1313(a) of the Code).


 


Section 1.11
Sponsor Indemnity. For a period of six (6) years after the Closing Date, the Company will indemnify, exonerate and hold
harmless the Sponsor and its members, managers and officers from and against any and all actions, causes of action, suits, claims, liabilities,
losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses)
(“Indemnified Liabilities”) incurred by the Sponsor before, on or after the date of this Sponsor Agreement, arising
out of any third-party action, cause of action, suit, litigation, investigation, inquiry, arbitration or claim relating to the transactions
contemplated by the Merger Agreement which names the Sponsor as a defendant (or co-defendant) arising from the Sponsor’s ownership
of equity interests of the Acquiror or its alleged, purported or actual control or ability to influence the Acquiror; provided,
that the foregoing shall not apply to (i) any Indemnified Liabilities to the extent arising out of any breach by the Sponsor or its members,
managers and officers of this Sponsor Agreement or any other agreement between the Sponsor or its members, managers and officers, on the
one hand, and the Company or any of its subsidiaries, on the other hand, or (ii) the willful misconduct, gross negligence or fraud of
the Sponsor or its members, managers and officers.


 


ARTICLE
II

REPRESENTATIONS AND WARRANTIES


 


Section 2.1
Representations and Warranties of the Sponsor. The Sponsor represents and warrants as of the date hereof to Acquiror and
the Company as follows:


 


(a) Organization; Due
Authorization. The Sponsor is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which
it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Sponsor Agreement and the
consummation of the transactions contemplated hereby are within the Sponsor’s corporate, limited liability company or
organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions
on the part of the Sponsor. This Sponsor Agreement has been duly executed and delivered by the Sponsor and, assuming due
authorization, execution and delivery by the other parties to this Sponsor Agreement, this Sponsor Agreement constitutes a legally
valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof (except as
enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of
equity affecting the availability of specific performance and other equitable remedies). If this Sponsor Agreement is being executed
in a representative or fiduciary capacity, the Person signing this Sponsor Agreement has full power and authority to enter into this
Sponsor Agreement on behalf of the Sponsor.


 






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(b)
Ownership. The Sponsor is the record and beneficial owner (as defined in the Securities Act) of, and has good title to,
all of the Sponsor’s Subject Securities, and there exist no Liens or any other limitation or restriction (including any restriction
on the right to vote, sell or otherwise dispose of such Subject Securities (other than transfer restrictions under the Securities Act))
affecting any such Subject Securities, other than Liens pursuant to (i) this Sponsor Agreement, (ii) the Acquiror Governing Documents,
(iii) the Merger Agreement, (iv) the Insider Letter or (v) any applicable securities Laws. The Sponsor’s Subject Securities are
the only equity securities in Acquiror owned of record or beneficially by the Sponsor on the date of this Sponsor Agreement, and none
of the Sponsor’s Subject Securities are subject to any proxy, voting trust or other agreement or arrangement with respect to the
voting of such Subject Securities, except as provided hereunder and under the Insider Letter. Other than the Acquiror Warrants held by
the Sponsor, the Sponsor does not hold or own any rights to acquire (directly or indirectly) any equity securities of Acquiror or any
equity securities convertible into, or which can be exchanged for, equity securities of Acquiror.


 


(c)
No Conflicts. The execution and delivery of this Sponsor Agreement by the Sponsor does not, and the performance by the Sponsor
of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii)
require any consent or approval that has not been given or other action that has not been taken by any Person (including under any Contract
binding upon the Sponsor or the Sponsor’s Subject Securities), in each case, to the extent such consent, approval or other action
would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Sponsor Agreement.


 


(d)
Litigation. There are no Actions pending against the Sponsor, or to the knowledge of the Sponsor threatened against the
Sponsor, before (or, in the case of threatened Actions, that would be before) any arbitrator or any Governmental Authority, which in any
manner challenges or seeks to prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Sponsor
Agreement.


 


(e)
Brokerage Fees. Except as described on Section 5.13 (Broker’s Fees) of the Acquiror Disclosure Letter, no broker,
finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with
the transactions contemplated by the Merger Agreement based upon arrangements made by the Sponsor, for which Acquiror or any of its Affiliates
may become liable.


 


(f)  
 Affiliate Arrangements. Except as set forth on Schedule I attached hereto, neither the Sponsor nor any anyone related
by blood, marriage or adoption to the Sponsor or, to the knowledge of the Sponsor, any Person in which the Sponsor has a direct or indirect
legal, contractual or beneficial ownership of 5% or greater is party to, or has any rights with respect to or arising from, any Contract
with Acquiror or its Subsidiaries.


 


(g)
Acknowledgment. The Sponsor understands and acknowledges that each of Acquiror and the Company is entering into the Merger
Agreement in reliance upon the Sponsor’s execution and delivery of this Sponsor Agreement.


 






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ARTICLE
III

MISCELLANEOUS


 


Section 3.1
Termination. This Sponsor Agreement and all of its provisions shall terminate and be of no further force or effect upon
the earliest of (a) the Expiration Time, (b) the liquidation of Acquiror and (c) the written agreement of the Sponsor, Acquiror, and the
Company. Upon such termination of this Sponsor Agreement, all obligations of the parties under this Sponsor Agreement will terminate,
without any liability or other obligation on the part of any party hereto to any Person in respect hereof or the transactions contemplated
hereby, and no party hereto shall have any claim against another (and no person shall have any rights against such party), whether under
contract, tort or otherwise, with respect to the subject matter hereof; provided, however, that the termination of this Sponsor Agreement
shall not relieve any party hereto from liability arising in respect of any breach of this Sponsor Agreement prior to such termination.
This Article III shall survive the termination of this Sponsor Agreement.


 


Section 3.2
Governing Law. This Sponsor Agreement, and all claims or causes of action (whether in contract or tort) that may be based
upon, arise out of or relate to this Sponsor Agreement or the negotiation, execution or performance of this Sponsor Agreement (including
any claim or cause of action based upon, arising out of or related to any representation or warranty made in or in connection with this
Sponsor Agreement) will be governed by and construed in accordance with the internal Laws of the State of Delaware applicable to agreements
executed and performed entirely within such State.


 


Section 3.3
CONSENT TO JURISDICTION AND SERVICE OF PROCESS; WAIVER OF JURY TRIAL.


 


(a) THE PARTIES TO THIS
SPONSOR AGREEMENT SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE COURTS LOCATED IN WILMINGTON, DELAWARE OR THE COURTS OF THE
UNITED STATES LOCATED IN WILMINGTON, DELAWARE IN RESPECT OF THE INTERPRETATION AND ENFORCEMENT OF THE PROVISIONS OF THIS SPONSOR
AGREEMENT AND ANY RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH AND BY THIS SPONSOR AGREEMENT
WAIVE, AND AGREE NOT TO ASSERT, ANY DEFENSE IN ANY ACTION FOR THE INTERPRETATION OR ENFORCEMENT OF THIS SPONSOR AGREEMENT AND ANY
RELATED AGREEMENT, CERTIFICATE OR OTHER DOCUMENT DELIVERED IN CONNECTION HEREWITH, THAT THEY ARE NOT SUBJECT THERETO OR THAT SUCH
ACTION MAY NOT BE BROUGHT OR IS NOT MAINTAINABLE IN SUCH COURTS OR THAT THIS SPONSOR AGREEMENT MAY NOT BE ENFORCED IN OR BY SUCH
COURTS OR THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM EXECUTION, THAT THE ACTION IS BROUGHT IN AN INCONVENIENT FORUM, OR THAT THE
VENUE OF THE ACTION IS IMPROPER. SERVICE OF PROCESS WITH RESPECT THERETO MAY BE MADE UPON ANY PARTY TO THIS SPONSOR AGREEMENT BY
MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL, POSTAGE PREPAID, TO SUCH PARTY AT ITS ADDRESS AS PROVIDED IN Section
3.8.


 






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(b)
WAIVER OF TRIAL BY JURY. EACH PARTY HERETO HEREBY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
SPONSOR AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS SPONSOR AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS SPONSOR AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS
WAIVER, (III) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (IV) EACH SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS SPONSOR AGREEMENT
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS Section 3.3.


 


Section 3.4
Assignment. This Sponsor Agreement and all of the provisions hereof will be binding upon and inure to the benefit of the
parties hereto and their respective heirs, successors and permitted assigns. Neither this Sponsor Agreement nor any of the rights, interests
or obligations hereunder will be assigned (including by operation of law) without the prior written consent of the parties hereto.


 


Section 3.5
Specific Performance. The parties hereto agree that irreparable damage may occur in the event that any of the provisions
of this Sponsor Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed
that the parties hereto shall be entitled to seek an injunction or injunctions to prevent breaches of this Sponsor Agreement and to enforce
specifically the terms and provisions of this Sponsor Agreement in the chancery court or any other state or federal court within the State
of Delaware, this being in addition to any other remedy to which such party is entitled at law or in equity.


 


Section 3.6
Amendment. This Sponsor Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated,
except upon the execution and delivery of a written agreement executed by Acquiror, the Company and the Sponsor.


 


Section 3.7 Severability.
If any provision of this Sponsor Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other
provisions of this Sponsor Agreement will remain in full force and effect. Any provision of this Sponsor Agreement held invalid or
unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.


 






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Section 3.8
Notices. All notices and other communications among the parties hereto shall be in writing and shall be deemed to have been
duly given (a) when delivered in person, (b) when delivered after posting in the United States mail having been sent registered or certified
mail return receipt requested, postage prepaid, (c) when delivered by FedEx or other nationally recognized overnight delivery service
or (d) when e-mailed during normal business hours (and otherwise as of the immediately following Business Day), addressed as follows:


 


	 	If to Acquiror:
	 	 
	 	Colonnade Acquisition Corp. II
	 	1400 Centrepark Boulevard, Suite 810
	 	West Palm Beach, FL 33401
	 	Attention:	Joseph Sambuco
	 	 	Remy Trafelet
	 	Email: 	jsambuco@claacq.com
	 	 	rtrafelet@claacq.com
	 	 	 
	 	with a copy to (which will not constitute notice):
	 	 
	 	White & Case LLP
	 	1221 Avenue of the Americas
	 	New York, NY 10020
	 	Attention:	Joel Rubinstein
	 		Matthew Kautz
	 	Email: 	joel.rubinstein@whitecase.com
	 	 	mkautz@whitecase.com
	 	 	 
	 	If to the Company:
	 	 
	 	Plastiq Inc.
	 	360 9th Street
	 	San Francisco, CA 94110
	 	Attention: 	Sirena Roberts, General Counsel
	 	Email: 	legal@plastiq.com
	 	 	 
	 	with a copy to (which shall not constitute notice):
	 	 
	 	Latham & Watkins LLP
	 	885 Third Ave
	 	New York, NY 10022
	 	Attention:	Justin Hamill
	 	 	Ryan Maierson
	 	Email:	justin.hamill@lw.com
	 	 	ryan.maierson@lw.com



 






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	 	If to the Sponsor:
	 	 
	 	Colonnade Sponsor II LLC
	 	c/o Colonnade Acquisition Corp. II
	 	1400 Centrepark Boulevard, Suite 810
	 	West Palm Beach, FL 33401
	 	Attention:	Joseph Sambuco
	 	 	Remy Trafelet
	 	Email: 	jsambuco@claacq.com
	 	 	rtrafelet@claacq.com
	 	 	 
	 	with a copy to (which will not constitute notice):
	 	 
	 	White & Case LLP
	 	1221 Avenue of the Americas
	 	New York, NY 10020
	 	Attention:	Joel Rubinstein
	 	 	Matthew Kautz
	 	Email: 	joel.rubinstein@whitecase.com
	 	 	mkautz@whitecase.com



 


Section 3.9
Counterparts. This Sponsor Agreement may be executed in two or more counterparts (any of which may be delivered by electronic
transmission), each of which shall constitute an original, and all of which taken together shall constitute one and the same instrument.


 


Section 3.10
Trust Account Waiver. Section 11.1 (Trust Account Waiver) of the Merger Agreement is hereby incorporated into this
Sponsor Agreement, mutatis mutandis.


 


Section 3.11
Entire Agreement. This Sponsor Agreement and the agreements referenced herein constitute the entire agreement and understanding
of the parties hereto in respect of the subject matter hereof and supersede all prior understandings, agreements or representations by
or among the parties hereto to the extent they relate in any way to the subject matter hereof.


 


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    11


     


    

 


IN
WITNESS WHEREOF, the Sponsor, Acquiror, and the Company have each caused this Sponsor Support Agreement to be duly executed as of the
date first written above.


 


	 	SPONSOR:
	 	 
	 	COLONNADE SPONSOR II LLC
	 	 
	 	By:	/s/ Joseph S. Sambuco
	 	 	Name:	Joseph S. Sambuco
	 	 	Title: 	Manager



 


[Signature Page to Sponsor Support Agreement]


 






     


     


    

 


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



 


[Signature
Page to Sponsor Support Agreement] 


 






     


     


    

 


	 	COMPANY:
	 	 
	 	PLASTIQ INC. 
	 	 
	 	By:	/s/ Eliot L. Buchanan
	 	 	Name:	Eliot L. Buchanan
	 	 	Title: 	Chief Executive Officer



 


[Signature Page to Sponsor Support Agreement]


 






     


     


    

 





Schedule I


 


Affiliate Agreements


 


	1.	Letter Agreement, dated March 9, 2021, by and among the Acquiror,
its executive officers, its directors and Sponsor.



 


	2.	Registration Rights Agreement, dated March 9, 2021, between
the Acquiror, Sponsor and certain other security holders named therein



 


	3.	Administrative Services Agreement, dated March 9, 2021, between the Acquiror and Sponsor.



 


	4.	Indemnity Agreement, dated as of March 9, 2021, by and between Colonnade Acquisition Corp. II and Manny
De Zarraga.



 


	5.	Indemnity Agreement, dated as of March 9, 2021, by and between Colonnade Acquisition Corp. II and Lee
J. Solomon.



 


	6.	Indemnity Agreement, dated as of March 9, 2021, by and between Colonnade Acquisition Corp. II and Emil
W. Henry, Jr.



 


	7.	Indemnity Agreement, dated as of March 9, 2021, by and between Colonnade Acquisition Corp. II and Joseph
S. Sambuco.



 


	8.	Indemnity Agreement, dated as of March 9, 2021, by and between Colonnade Acquisition Corp. II and Remy
W. Trafelet.



 


	9.	Indemnity Agreement, dated as of March 9, 2021, by and between Colonnade Acquisition Corp. II and Christopher
B. Glinski.



 


[Schedule I to Sponsor Support Agreement]