SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 20, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“SPAC”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the commercial register Lucerne under registration number CHE-157.119.805 (“Issuer”) and the undersigned subscriber (the “Investor”).
SPONSOR AGREEMENTSponsor Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks • Delaware
This SPONSOR AGREEMENT (this “Agreement”), dated as of January 20, 2022, is made by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (“Acquiror”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Clifton S. Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Insiders”) and SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”). The Sponsor, Acquiror, Swiss NewCo, the Insiders and the Company are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Business Combination Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of January 20, 2022, is made by and among Cohn Robbins Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohn Robbins Holdings Corp., a Cayman Islands exempted company (“Acquiror”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”), and Clifton S. Robbins, Gary D. Cohn, Charles S. Kwon, Anne Sheehan, C. Robert Kidder, Alexander T. Robertson and Kathryn A. Hall (the “Insiders”) (together with the Sponsor, the “Sponsor and Insider Parties”). The Sponsor, Acquiror, the Company, Swiss NewCo and the Insiders shall be referred to herein from time to time collectively as the “Parties” and individually as a “Party.” Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This Shareholder Support Agreement (this “Agreement”) is dated as of January 20, 2022, by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), KKCG AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company Shareholder”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”) and SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
BUSINESS COMBINATION AGREEMENT by and among COHN ROBBINS HOLDINGS CORP., Allwyn Entertainment AG, ALLWYN US HOLDCO LLC, ALLWYN SUB LLC and SAZKA ENTERTAINMENT AG dated as of January 20, 2022Business Combination Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks • Delaware
This Business Combination Agreement, dated as of January 20, 2022 (this “Agreement”), is made and entered into by and among Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“Acquiror”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (“Swiss NewCo”), Allwyn US Holdco LLC, a Delaware limited liability company and direct wholly owned subsidiary of Swiss NewCo (“US HoldCo”), Allwyn Sub LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US HoldCo (“DE Merger Sub”), and SAZKA Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) (the “Company”) that is wholly and directly owned by the Company Shareholders (as defined below). Acquiror, the Company, Swiss NewCo, US HoldCo and DE Merger Sub are collectively referred to herein as the “Parties” and each individually referred to herein as a “Party.”
SUBSCRIPTION AGREEMENTSubscription Agreement • January 25th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on January 20, 2022, by and between Cohn Robbins Holdings Corp., a Cayman Islands exempted company limited by shares (“SPAC”), Allwyn Entertainment AG, a Swiss stock corporation (Aktiengesellschaft) with registered office at c/o SAZKA Entertainment AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the commercial register Lucerne under registration number CHE- 157.119.805 (“Issuer”) and the undersigned subscriber (the “Investor”).
