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
INDEMNITY AGREEMENTIndemnification 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”).
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.
SPONSOR WARRANTS PURCHASE AGREEMENTWarrant 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”).
Cohn Robbins Holdings Corp. Wilmington, DE 19801Underwriting 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
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
