INDEMNITY AGREEMENTIndemnity Agreement • November 30th, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
UNDERWRITING AGREEMENT between CORNER GROWTH ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: December 16, 2020 CORNER GROWTH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
The undersigned, Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that if only Cantor Fitzgerald is listed on such Schedule A, any references to Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
Corner Growth Acquisition Corp. 251 Lytton Avenue, Suite 200 Palo Alto, CA 94301Corner Growth Acquisition Corp. • November 30th, 2020 • Blank checks • Delaware
This agreement (this “Agreement”) is entered into on October 28, 2020 by and between CGA Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 8,625,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,125,000 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 21st, 2020 • Corner Growth 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 December 16, 2020, is entered into by and between Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and CGA Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 21st, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2020, is made and entered into by and among Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), CGA 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 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
Corner Growth Acquisition Corp. 251 Lytton Avenue, Suite 200 Palo Alto, California 94301Letter Agreement • December 21st, 2020 • Corner Growth Acquisition 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 by and among Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten upsized initial public offering (the “Public Offering”) of 40,250,000 of the Company’s units (including 5,250,000 units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprising of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), 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 will be sold in the Public Offering pursuant to a re
WARRANT AGREEMENT CORNER GROWTH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2020Warrant Agreement • November 30th, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2020, is by and between Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Corner Growth Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $___________ 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.
WARRANT AGREEMENT CORNER GROWTH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 16, 2020Warrant Agreement • December 21st, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 16, 2020, is by and between Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 23rd, 2022 • Corner Growth Acquisition Corp. • Blank checks • New York
THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment Agreement”), dated as of December 20, 2022, is made by and between Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”), and amends that certain Investment Management Trust Agreement, effective as of December 16, 2020 (the “Trust Agreement”), by and between the Company and the Trustee. Capitalized terms used but not defined in this Amendment Agreement have the meanings assigned to such terms in the Trust Agreement.
PURCHASE AGREEMENTPurchase Agreement • August 20th, 2024 • Corner Growth Acquisition Corp. • Blank checks • Delaware
This PURCHASE AGREEMENT (this “Agreement”) is made effective and entered into as of August 15, 2024 (the “Effective Date”), by and among Ringwood Field, LLC, a Delaware limited liability company (the “Acquiror”), Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “SPAC”), CGA Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and Alexandre Balkanski (“Balkanski”), John Mulkey (“Mulkey”), Jason Park (“Park” and together with Balkanski and Mulkey, the “Class B Holders”). Each of the Acquiror, SPAC, the Sponsor and the Class B Holders are sometimes referred to herein each as a “Party” and, collectively, as the “Parties”.
Corner Growth Acquisition Corp., Noventiq Holdings PLC, Noventiq Holding Company, Noventiq Merger 1 Limited, - and - Corner Growth SPAC Merger Sub, Inc. AMENDED AND RESTATED BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • January 2nd, 2024 • Corner Growth Acquisition Corp. • Blank checks • Delaware
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 4th, 2023 • Corner Growth Acquisition Corp. • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of May 4, 2023, is entered into by and among Corner Growth Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“CGAC”), Noventiq Holdings PLC, a company organized under the laws of the Cyprus (the “Company”), and certain of the shareholders of the Company, whose names appear on the signature pages of this Agreement (such shareholders, the “Shareholders”, and CGAC, the Company and the Shareholders, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CORNER GROWTH ACQUISITION CORP. 251 Lytton Avenue, Suite 200 Palo Alto, CA 94301Corner Growth Acquisition Corp. • November 30th, 2020 • Blank checks
AMENDMENT NO 1. TO LETTER AGREEMENTLetter Agreement • July 5th, 2024 • Corner Growth Acquisition Corp. • Blank checks
This Amendment No. 1 (this “Amendment”) to that certain Letter Agreement, dated as of December 2020 (the “Letter Agreement”), by and among (i) Corner Growth Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (the “Company”), (ii) CGA Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and (iii) Marvin Tien, John Cadeddu, Alexandre Balkanski, John Mulkey, and Jason Park (each of whom is a Director of the Company), is made and entered into as of July 3, 2024, by and among the parties to the Letter Agreement. Defined terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Letter Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 4th, 2023 • Corner Growth Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Agreement”), dated as of May 4, 2023, is entered into by and among Corner Growth Acquisition Corp., an exempted company limited by shares incorporated under the laws of the Cayman Islands (“CGAC”), Noventiq Holdings PLC, a company organized under the laws of the Cyprus (the “Company”), and CGA Sponsor, LLC, a Delaware limited liability company (“Sponsor”, and CGAC, the Company and Sponsor, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
CORNER GROWTH ACQUISITION CORP. 251 Lytton Avenue, Suite 200 Palo Alto, CA 94301Corner Growth Acquisition Corp. • December 21st, 2020 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Corner Growth Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), CGA Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 251 Lytton Avenue, Suite 200, Palo Alto, CA 94301 (or any successor location). In exchange therefor, the Company shall pay Sponsor (A) a sum of $40,000 per month on the Effective Date and continuing monthly thereafter unt
SETTLEMENT AGREEMENTSettlement Agreement • July 5th, 2024 • Corner Growth Acquisition Corp. • Blank checks • Delaware
This SETTLEMENT AGREEMENT (the “Agreement”), dated as of July 3, 2024, is entered into by and among CORNER GROWTH ACQUISITION CORP., an exempted company formed under the laws of the Cayman Islands (“CGAC”), CGA SPONSOR, LLC, a Delaware limited liability company (“Sponsor”) (CGAC and Sponsor, collectively, the “Corner Parties”), Noventiq Holdings PLC, a Cayman Islands exempted company (“Noventiq”), Noventiq Holding Company, a Cayman Islands company (“PubCo”), Noventiq Merger 1 Limited, a Cayman Islands exempted company (“Merger Sub 1”), and Corner Growth SPAC Merger Sub., Inc., a Cayman Islands exempted company (“Merger Sub 2”) (Noventiq, PubCo, Merger Sub 1, and Merger Sub 2, collectively, the “Noventiq Parties”) (each of the Corner Parties and the Noventiq Parties, a “Party” and all, collectively, the “Parties”).
