UNDERWRITING AGREEMENT between CORNER GROWTH ACQUISITION CORP. 2 and CANTOR FITZGERALD & CO. Dated: [●], 2021 CORNER GROWTH ACQUISITION CORP. 2 UNDERWRITING AGREEMENTUnderwriting Agreement • May 20th, 2021 • Corner Growth Acquisition Corp. 2 • Blank checks • New York
The undersigned, Corner Growth Acquisition Corp. 2, 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:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 20th, 2021 • Corner Growth Acquisition Corp. 2 • 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 Corner Growth Acquisition Corp. 2, a Cayman Islands exempted company (the “Company”), and CGA Sponsor 2, LLC, a Delaware limited liability company (the “Purchaser”).
Corner Growth Acquisition Corp. 2 251 Lytton Avenue, Suite 200 Palo Alto, California 94301Letter Agreement • May 20th, 2021 • Corner Growth Acquisition Corp. 2 • 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. 2, a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of 20,125,000 of the Company’s units (including 2,625,000 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 registra
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 20th, 2021 • Corner Growth Acquisition Corp. 2 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Corner Growth Acquisition Corp. 2, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
WARRANT AGREEMENT CORNER GROWTH ACQUISITION CORP. 2 and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [·], 2021Warrant Agreement • May 20th, 2021 • Corner Growth Acquisition Corp. 2 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [·], 2021, is by and between Corner Growth Acquisition Corp. 2, 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”).
