25,000,000 Units Corsair Partnering Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2021 • Corsair Partnering Corp • Blank checks • New York
Corsair Partnering Corporation, a Cayman Islands exempted company (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 “Representatives”) are acting as representatives, 25,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 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 defined are defined in Section 21 hereof.
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 7th, 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 May [●], 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 • May 7th, 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 • May 7th, 2021 • Corsair Partnering Corp • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of May [●], 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 BofA Securities, Inc. One Bryant Park New York, New York 10036 Re: Initial Public Offering...Letter Agreement • May 7th, 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. and BofA Securities, Inc. (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 25,000,000 of the Company’s units (including up to 3,750,000 units granted to the Underwriters 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-third 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 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 May [●], 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 • May 7th, 2021 • Corsair Partnering Corp • Blank checks • New York
This Forward Purchase Agreement (this “Agreement”) is entered into as of May [●], 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”).
