ALLWYN ENTERTAINMENT AG as the Company AND Kroll Trustee Services Limited as Trustee AND KROLL AGENCY SERVICES LIMITED as Paying Agent, Note Registrar and Transfer Agent INDENTURE Dated as of [ ], 2022 6.50% Convertible Senior Notes due 2025Indenture • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks • New York
INDENTURE, dated as of [ ], 2022, by and between Allwyn Entertainment AG, a Swiss stock corporation, as issuer (the “Company,” as more fully set forth in Section 1.01), Kroll Trustee Services Limited, as trustee (the “Trustee,” as more fully set forth in Section 1.01), and Kroll Agency Services Limited as Paying Agent, Note Registrar and Transfer Agent (each as defined herein).
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This Amendment to the Subscription Agreement (this “Amendment”) is entered into as of August 29, 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 Cohn Robbins Sponsor LLC (“Investor” and together with SPAC and Issuer, the “Parties”). Capitalized terms used in this Amendment and not defined herein shall have the meanings set forth in the Subscription Agreement (as defined below).
AMENDMENT TO SPONSOR AGREEMENTSponsor Agreement • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This Amendment to the Sponsor Agreement (this “Amendment”), dated as of August 29, 2022, is 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 Allwyn AG (f/k/a 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.”
AMENDMENT TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This Amendment to the Business Combination Agreement (this “Amendment”), dated as of August 29, 2022, is 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 Allwyn AG (f/k/a SAZKA Entertainment AG), a Swiss stock corporation (Aktiengesellschaft) (the “Company”) that is wholly and directly owned by the Company Shareholders. 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.”
BACKSTOP AGREEMENTBackstop Agreement • August 29th, 2022 • Cohn Robbins Holdings Corp. • Blank checks
This BACKSTOP AGREEMENT (this “Backstop Agreement”) is entered into on August 29, 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 Allwyn AG, Weinmarkt 9, 6004 Lucerne, Switzerland and registered in the commercial register Lucerne under registration number CHE-157.119.805 (“Issuer”) and the undersigned investor (the “Investor”).
