UNDERWRITING AGREEMENT between CORNER GROWTH ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: December 16, 2020 CORNER GROWTH ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 21st, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
The undersigned, Corner Growth Acquisition Corp., 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 • December 21st, 2020 • Corner Growth Acquisition Corp. • 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 December 16, 2020, is entered into by and between Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), and CGA Sponsor, LLC, a Delaware limited liability company (the “Purchaser”).
REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENTRegistration and Shareholder Rights Agreement • December 21st, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of December 16, 2020, is made and entered into by and among Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), CGA Sponsor, 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. 251 Lytton Avenue, Suite 200 Palo Alto, California 94301Letter Agreement • December 21st, 2020 • Corner Growth Acquisition 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 by and among Corner Growth Acquisition Corp., a Cayman Islands exempted company (the “Company”), Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (the “Underwriters”), relating to an underwritten upsized initial public offering (the “Public Offering”) of 40,250,000 of the Company’s units (including 5,250,000 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 re
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 21st, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Corner Growth Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of , 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $___________ 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.
WARRANT AGREEMENT CORNER GROWTH ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated December 16, 2020Warrant Agreement • December 21st, 2020 • Corner Growth Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated December 16, 2020, is by and between Corner Growth Acquisition Corp., 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”).
CORNER GROWTH ACQUISITION CORP. 251 Lytton Avenue, Suite 200 Palo Alto, CA 94301Corner Growth Acquisition Corp. • December 21st, 2020 • Blank checks • New York
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Corner Growth Acquisition Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination and (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), CGA Sponsor, LLC (the “Sponsor”) shall take steps directly or indirectly to make available to the Company certain office space, secretarial and administrative services as may be required by the Company from time to time, situated at 251 Lytton Avenue, Suite 200, Palo Alto, CA 94301 (or any successor location). In exchange therefor, the Company shall pay Sponsor (A) a sum of $40,000 per month on the Effective Date and continuing monthly thereafter unt
