REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Colombier Acquisition Corp., a Delaware corporation (the “Company”), Colombier Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (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”).
ContractColombier Acquisition Corp. • May 7th, 2021 • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of [ ], 2021, is entered into by and among Colombier Acquisition Corp., a Delaware corporation (the “Company”), and Colombier Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INDEMNITY AGREEMENTIndemnity Agreement • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Colombier Acquisition Corp., a Delaware corporation (the “Company”), and [NAME OF D&O] (“Indemnitee”).
COLOMBIER ACQUISITION CORP. New York, New York 10002 Telephone: (212) 632-3559Colombier Acquisition Corp. • May 7th, 2021 • Blank checks • Delaware
We are pleased to accept the offer Colombier Sponsor LLC (the “Subscriber” or “you”) has made to purchase [4,312,500] shares of Class B common stock (the “Shares”), $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to [562,500] Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Colombier Acquisition Corp., a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Colombier Acquisition Corp. Suite 200-A Palm Beach, FL 33480 RE: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Colombier Acquisition Corp., a Delaware corporation (the “Company”) and B. Riley Securities (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 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 share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities
COLOMBIER ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021Warrant Agreement • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and between Colombier Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
Colombier Acquisition Corp. Palm Beach, FL 33480Letter Agreement • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
This letter agreement by and between Colombier Acquisition Corp., a Delaware corporation (the “Company”) and Farvahar Capital LLC, a Delaware limited liability company (the “Services Provider”), dated as of the date hereof, will confirm our agreement that, commencing on the date that securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”) 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 on Form S-1 (File No. 333-254492) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE AND CONFIDENTIAL Colombier Acquisition Corp. Attn: Omeed MalikPrivate and Confidential • May 7th, 2021 • Colombier Acquisition Corp. • Blank checks • New York
