INDEMNITY AGREEMENTIndemnity Agreement • March 30th, 2021 • Corner Growth Acquisition Corp. 3 • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Corner Growth Acquisition Corp. 3, a Cayman Islands exempted company (the “Company”), and (“Indemnitee”).
UNDERWRITING AGREEMENT between CORNER GROWTH ACQUISITION CORP. 3 and CANTOR FITZGERALD & CO. Dated: [●], 2021 CORNER GROWTH ACQUISITION CORP. 3 UNDERWRITING AGREEMENTUnderwriting Agreement • March 30th, 2021 • Corner Growth Acquisition Corp. 3 • Blank checks • New York
The undersigned, Corner Growth Acquisition Corp. 3, 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:
Corner Growth Acquisition Corp. 3 251 Lytton Avenue, Suite 200 Palo Alto, CA 94301Corner Growth Acquisition Corp. 3 • March 1st, 2021 • Delaware
This agreement (this “Agreement”) is entered into on February 18, 2021 by and between CGA Sponsor 3, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Corner Growth Acquisition Corp. 3, a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to subscribe for and purchase 12,937,500 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 1,687,500 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 30th, 2021 • Corner Growth Acquisition Corp. 3 • 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. 3, a Cayman Islands exempted company (the “Company”), and CGA Sponsor 3, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • March 30th, 2021 • Corner Growth Acquisition Corp. 3 • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of [●], 2021, is made and entered into by and among Corner Growth Acquisition Corp. 3, a Cayman Islands exempted company (the “Company”), CGA Sponsor 3, LLC, a Delaware limited liability company (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”).
Corner Growth Acquisition Corp. 3 251 Lytton Avenue, Suite 200 Palo Alto, California 94301 Re: Initial Public OfferingLetter Agreement • March 30th, 2021 • Corner Growth Acquisition Corp. 3 • 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. 3, 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 51,750,000,000 of the Company’s units (including 6,750,000 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-fourth 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 reg
WARRANT AGREEMENT CORNER GROWTH ACQUISITION CORP. 3 and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2021Warrant Agreement • March 30th, 2021 • Corner Growth Acquisition Corp. 3 • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2021, is by and between Corner Growth Acquisition Corp. 3, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 30th, 2021 • Corner Growth Acquisition Corp. 3 • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Corner Growth Acquisition Corp. 3, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
CORNER GROWTH ACQUISITION CORP. 3 251 Lytton Avenue, Suite 200 Palo Alto, CA 94301Corner Growth Acquisition Corp. 3 • March 1st, 2021
