INDEMNITY AGREEMENTIndemnification Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
35,000,000 Units Corsair Partnering Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
Corsair Partnering Corporation, a Cayman Islands exempted corporation (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 35,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). [In the event only one underwriter is listed in Schedule I hereto, any references in this Agreement to the “Underwriters” shall be deemed to refer to the sole underwriter in that singular form listed in such Schedule I.] The Company also proposes to grant to the Underwriters an option to purchase up to 5,250,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). Certain capitalized terms used herein and not otherwise defi
Corsair Partnering Corporation New York, NY 10022Securities Subscription Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
We are pleased to accept the offer Jeremy S. Schein (the “Subscriber” or “you”) has made to purchase 120,000 Class B ordinary shares (the “Class B Shares”), $0.0001 par value per share (the “Class B Shares”), and 2,300,000 shares of Class F common stock (the “Class F Shares” and together with the Class B Shares, the “Shares”), $0.0001 par value per share (the Class F Shares together with the Class B Shares and all other classes of Company (as defined below) ordinary shares, the “Ordinary Shares”), up to 300,000 Class F Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Corsair Partnering Corporation, a Cayman Islands exempted company (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 fol
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 8th, 2021 • Corsair Partnering 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 between Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), and Corsair Partnering Sponsor LP, a Cayman Islands exempted limited partnership (the “Purchaser”).
WARRANT AGREEMENT between CORSAIR PARTNERING CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”) , dated as of , 2021, is by and between Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), Corsair Partnering Sponsor LP, a Cayman Islands limited partnership (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”).
Corsair Partnering Corporation 717 Fifth Avenue, 24th Floor New York, New York 10022 Evercore Group L.L.C. 55 East 52nd Street, Ste 35 New York, New York 10055 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
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 between Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), and Evercore Group L.L.C. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 35,000,000 of the Company’s units (including up to 5,250,000 units granted to the Underwriter that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-quarter of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A 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 registration statement on Form S-1 and a prospectus (the “Pro
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Corsair Partnering Corporation (“Company”) and Continental Stock Transfer & Trust Company (“Trustee”), dated as of [●], 2021 (“Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public Shareholders who have requested redemption of their Class A Ordinary Shares. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of ____________, 2021, by and among Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), and the party listed as the purchaser on the signature page hereof (the “Purchaser”).
SECURITIES ASSIGNMENT AGREEMENTSecurities Assignment Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
This Securities Assignment Agreement (this “Agreement”), dated as of January 27, 2021, is made and entered into by and between Jeremy S. Schein (the “Initial Purchaser”) and Corsair Partnering Sponsor LP, a Cayman Islands limited partnership (the “Sponsor”).
CORSAIR PARTNERING CORPORATIONAdministrative Support Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
This letter agreement by and between Corsair Partnering Corporation (the “Company”) and Corsair Partnering Sponsor LP (“Sponsor”), 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 “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial partnering transaction or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • March 8th, 2021 • Corsair Partnering Corp • Blank checks • New York
THIS ASSIGNMENT AGREEMENT (“Agreement”) is made and entered into as of January 28, 2021, by and among (i) Corsair Capital Group, Ltd. (the “Assignor”); (ii) Corsair Partnering Sponsor LP, a Cayman Islands limited partnership (the “Assignee”); and (iii) Corsair Partnering Corporation, a Cayman Islands exempted company and blank check company (the “Maker”).
