REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 11, 2020, is made and entered into by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), and any other parties listed on the signature page hereto (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, the “Holders” and, each, a “Holder”).
72,000,000 Units Cohn Robbins Holdings Corp. UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • New York
CSR ACQUISITION CORP. Wilmington, DE 19801CSR Acquisition Corp. • July 31st, 2020 • Blank checks • New York
CSR Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CSR Sponsor LLC, a Cayman Islands exempted company (the “Subscriber” or “you”), has made to subscribe for 8,625,000 Class B ordinary shares (the “Shares”), US$0.0001 par value per share, of the Company (the “Class B Shares”), up to 1,125,000 of which are subject to forfeiture by you if the underwriters of the Company’s initial public offering of its securities (“IPO”), if any, do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this agreement (this “Agreement”), references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, US$0.0001 par value per share (the “Class A Shares”). Upon certain terms and conditions, the Class B Shares will automatically convert into Class A Shares on a one-for-one basis, subject to adjustment. Unless the context otherwise requires, as used herein “Shares
INDEMNITY AGREEMENTIndemnity Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 8, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT COHN ROBBINS HOLDINGS CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated September 11, 2020Warrant Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated September 11, 2020, is by and between Cohn Robbins Holdings Corp., 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”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, dated as of September 8, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Cohn Robbins Holdings Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of September 11, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $ of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
INDEMNITY AGREEMENTIndemnity Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • Delaware
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of September 8, 2020 between the Company, Indemnitee and other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters named therein in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
Cohn Robbins Holdings Corp. Wilmington, DE 19801Letter Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • 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 or proposed to be entered into by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company (the “Company”), and Credit Suisse Securities (USA) LLC, as the representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 82,800,000 of the Company’s units (including up to 10,800,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This Amendment to the Subscription Agreement (this “Amendment”) is entered into as of August 29, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“SPAC”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the commercial register Lucerne under registration number CHE- 157.119.805 (“Issuer”) and Cohn Robbins Sponsor LLC (“Investor” and together with SPAC and Issuer, the “Parties”). Capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Subscription Agreement (as defined below).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 20, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“SPAC”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the commercial register Lucerne under registration number CHE-157.119.805 (“Issuer”) and the undersigned subscriber (the “Investor”).
SPONSOR AGREEMENTSponsor Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of January 20, 2022, is made by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (“Acquiror”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Clifton S. Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Insiders”) and SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”). The Sponsor, Acquiror, Swiss NewCo, the Insiders and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Business Combination Agreement (as defined below).
Cohn Robbins Holdings Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801Administrative Services Agreement • September 11th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • New York
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 20, 2022, is made by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (“Acquiror”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”), and Clifton S. Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Insiders”) (together with the Sponsor, the “Sponsor and Insider Parties”). The Sponsor, Acquiror, the Company, Swiss NewCo and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
AMENDMENT TO SPONSOR AGREEMENTSponsor Agreement • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This Amendment to the Sponsor Agreement (this “Amendment”), dated as of August 29, 2022, is by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (“Acquiror”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Clifton S. Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Insiders”), and Allwyn AG (f/k/a SAZKA Entertainment AG), a Swiss stock corporation (Aktiengesellschaft) (the “Company”). The Sponsor, Acquiror, Swiss NewCo, the Insiders and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
CSR Acquisition Corp.Administrative Services Agreement • July 31st, 2020 • CSR Acquisition Corp. • Blank checks • New York
This Administrative Services Agreement (this “Agreement”) by and between CSR Acquisition Corp. (the “Company”) and CSR Sponsor LLC (the “Provider”), 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 “NYSE”) (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-[●]) filed with the Securities and Exchange Commission) (such earlier date hereinafter referred to as the “Termination Date”), the Provider shall make available to the Company, at 1000 N. West Street, Suite 1200, Wilmington, DE 19801 (or any successor location or other existing office locations of the Provider or any of its affiliates), certain office space, administrative and support services as may be reasonably requested by the Com
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This Amendment to the Business Combination Agreement (this “Amendment”), dated as of August 29, 2022, is by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Allwyn US Holdco LLC, a Delaware limited liability company and direct wholly owned subsidiary of Swiss NewCo (“US HoldCo”), Allwyn Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US HoldCo (“DE Merger Sub”), and Allwyn AG (f/k/a SAZKA Entertainment AG), a Swiss stock corporation (Aktiengesellschaft) (the “Company”) that is wholly and directly owned by the Company Shareholders. Acquiror, the Company, Swiss NewCo, US HoldCo and DE Merger Sub are collectively referred to herein as the “Parties” and each individually referred to herein as a “Party.”
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This Shareholder Support Agreement (this “Agreement”) is dated as of January 20, 2022, by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), KKCG AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company Shareholder”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”) and SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
TERMINATION AGREEMENTTermination Agreement • September 27th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
THIS TERMINATION AGREEMENT (this “Agreement”) is made as of September 23, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), and Allwyn AG (f/k/a SAZKA Entertainment AG), a Swiss stock corporation (Aktiengesellschaft) (the “Company”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).
ALLWYN ENTERTAINMENT AG as the Company AND Kroll Trustee Services Limited as Trustee AND KROLL AGENCY SERVICES LIMITED as Paying Agent, Note Registrar and Transfer Agent INDENTURE Dated as of [ ], 2022 6.50% Convertible Senior Notes due 2025Indenture • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks • New York
INDENTURE, dated as of [ ], 2022, by and between Allwyn Entertainment AG, a Swiss stock corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), Kroll Trustee Services Limited, as trustee (the “Trustee,” as more fully set forth in Section 1.01), and Kroll Agency Services Limited as Paying Agent, Note Registrar and Transfer Agent (each as defined herein).
BUSINESS COMBINATION AGREEMENT by and among COHN ROBBINS HOLDINGS CORP., Allwyn Entertainment AG, ALLWYN US HOLDCO LLC, ALLWYN SUB LLC and SAZKA ENTERTAINMENT AG dated as of January 20, 2022Business Combination Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks • Delaware
This Business Combination Agreement, dated as of January 20, 2022 (this “Agreement”), is made and entered into by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Allwyn US Holdco LLC, a Delaware limited liability company and direct wholly owned subsidiary of Swiss NewCo (“US HoldCo”), Allwyn Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US HoldCo (“DE Merger Sub”), and SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”) that is wholly and directly owned by the Company Shareholders (as defined below). Acquiror, the Company, Swiss NewCo, US HoldCo and DE Merger Sub are collectively referred to herein as the “Parties” and each individually referred to herein as a “Party.”
Cohn Robbins Holdings Corp. 1000 N. West Street, Suite 1200 Wilmington, DE 19801Administrative Services Agreement • August 25th, 2020 • Cohn Robbins Holdings Corp. • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 20, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“SPAC”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the commercial register Lucerne under registration number CHE- 157.119.805 (“Issuer”) and the undersigned subscriber (the “Investor”).
BACKSTOP AGREEMENTBackstop Agreement • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This BACKSTOP AGREEMENT (this “Backstop Agreement”) is entered into on August 29, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“SPAC”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o Allwyn AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the commercial register Lucerne under registration number CHE-157.119.805 (“Issuer”) and the undersigned investor (the “Investor”).
