Exhibit 10.2


 


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of       , 2021 by and between
Corsair Partnering Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock
Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-  (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists of
one Company’s Class A ordinary shares, par value $0.0001 per share of the Company (the “Class A Ordinary Shares”),
and one-quarter of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share
(such initial public offering hereinafter referred to as the “Offering”), has been declared effective
as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Evercore Group L.L.C. as the underwriter (the
“Underwriter”); and


 


WHEREAS, as described in the Prospectus,
$350,000,000 of the gross proceeds of the Offering and sale of the Units (as defined in the Underwriting Agreement) (or $402,500,000
if the Underwriter’s over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held
in a segregated trust account located at all times in the United States (the “Trust Account”) for the
benefit of the Company and the holders of Class A Ordinary Shares included in the Units issued in the Offering as hereinafter provided
(the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $14,000,000, or $16,100,000 if the Underwriters’ over-allotment option is exercised in
full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
upon and concurrently with the consummation of the Partnering Transaction (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1.       Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)       Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)       Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)       In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States government securities
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less,
or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under
the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations,
as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood that the Trust
Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee
may earn bank credits or other consideration;


 


(d)       Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 




     


     


    

(e)       Promptly
notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)       Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g)       Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when instructed
by the Company to do so;


 


(h)       Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)       Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial
Officer, President, Executive Vice President, Vice President Secretary or Chairman of the Board of Directors of the Company (the
“Board”) or other authorized officer of the Company, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to the Company to pay its franchise and income taxes (and up to $100,000 of interest that may be released to the Company
to pay dissolution expenses, if applicable), only as directed in the Termination Letter and the other documents referred to therein,
or (y) upon the date which is the later of (1) 24 months (or 27 months, if applicable) after the closing of the Offering and (2)
such later date as may be approved by the Company’s shareholders in accordance with the Company’s Amended and Restated
Memorandum and Articles of Association (as defined in the Prospectus related to the Offering), if a Termination Letter has not been
received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest not
previously released to the Company to pay its franchise and income taxes (up to $100,000 of interest that may be released to the
Company to pay dissolution expenses) shall be distributed to the Public Shareholders of record as of such date; provided,
however, that in the event the Trustee receives a Termination Letter in a form substantially similar to Exhibit B
hereto, or if the Trustee begins to liquidate the Property because it has received no such Termination Letter by the date which
is the later of (1) 24 months (or 27 months, if applicable) after the closing of the Offering and (2) such later date as may be
approved by the Company’s shareholders in accordance with the Company’s Amended and Restated Memorandum and Articles
of Association, the Trustee shall keep the Trust Account open until twelve (12) months following the date the Property has been
distributed to the Public Shareholders. It is acknowledged and agreed that there should be no reduction in the principal amount
initially deposited in the Trust Account;


 


(j)       Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Withdrawal Instruction”), withdraw from the Trust Account and distribute to the
Company the amount of interest earned on the Property requested by the Company to cover any tax obligations owed by the Company
as a result of assets of the Company or interest or other income earned on the Property, which amount shall be delivered directly
to the Company by electronic funds transfer or other method of prompt payment, and the Company shall forward such payment to the
relevant taxing authority, if such distribution is for a tax obligation; provided, however, that to the extent there
is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust
Account as shall be designated by the Company in writing to make such distribution; so long as there is no reduction in the principal
amount per share initially deposited in the Trust Account; (it being acknowledged and agreed that any such amount in excess of
interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 


(k)       Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
to the remitting brokers on behalf of Public Shareholders redeeming Class A Ordinary Shares the amount requested by the Company
to be used to redeem Class A Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote
to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A) to modify the substance
or timing of the Company’s obligation to


 




    2 


     


    

allow
redemption in connection with its partnering transaction or to redeem 100% of the Class A Ordinary Shares included in the Units
sold in the Offering (the “public shares”) if the Company has not consummated an initial Partnering
Transaction within such time as is described in the Company’s Amended and Restated Memorandum and Articles of Association
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Partnering Transaction
activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company is entitled
to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l)       Not
make any withdrawals or distributions from the Trust Account other than pursuant to Section 1(i), (j) or (k)
above.


 


2.       Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)       Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer,
Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to
its duties under Sections 1(i), (j) and (k) hereof, the Trustee shall be entitled to rely on, and shall be
protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes
to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm
such instructions in writing;


 


(b)       Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including
reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder
and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with
any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence,
fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The
Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee
shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld.
The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent
shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)       Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to, or on behalf of, the Company pursuant
to Sections 1(i) through 1(k) hereof. The Company shall pay the Trustee the initial acceptance fee and the first
annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges
of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b)
hereof;


 


(d)       In
connection with any vote of the Company’s shareholders regarding a merger, share capital exchange, asset acquisition, share
purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Partnering
Transaction”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder
meeting verifying the vote of such shareholders regarding such Partnering Transaction;


 


(e)       In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to Exhibit B, the Company will not give the Trustee
disbursement instructions which would be prohibited under this Agreement;


 


(f)       Provide
the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(g)       Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement;


 




    3 


     


    

(h)       Expressly
provide in any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in a form
substantially similar to that attached hereto as Exhibit A that the Deferred Discount be paid directly to the account or
accounts directed by the Underwriter; and


 


(i)       Within
five business days after the Underwriter exercises the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing (with a copy to the Underwriter) of the total amount of the Deferred
Discount.


 


3.       Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)       Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein;


 


(b) Take any action with respect to the
Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any party except for liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)       Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received written instructions from the Company given
as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(d)       Change
the investment of any Property, other than in compliance with Section 1 hereof;


 


(e)       Refund
any depreciation in principal of any Property;


 


(f)       Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(g)       The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct.
The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice
of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel), statement, instrument,
report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions, but also
as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and with reasonable
care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound by any notice
or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless evidenced
by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee
are affected, unless it shall give its prior written consent thereto;


 


(h)       Verify
the accuracy of the information contained in the Registration Statement;


 


(i)       Provide
any assurance that any Partnering Transaction entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement;


 


(j)       File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k)       Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, tax obligations, except pursuant to Section 1(j) hereof; or


 


(l)       Verify
calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i),
(j) and (k) hereof.


 




    4 


     


    

4.       Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5.       Termination.
This Agreement shall terminate as follows:


 


(a)       If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee within ninety
(90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)       At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement
shall terminate except with respect to Section 2(b).


 


6.       Miscellaneous.


 


(a)       The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)       This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(c)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the affirmative vote of
sixty-five percent (65%) of the Class A Ordinary Shares, Class B ordinary shares, par value $0.0001 per share and Class F ordinary
shares of the Company, par value $0.0001 per share, voting together as a single class, that attend and vote at a special meeting
of the Company; provided that no such amendment will affect any Public Shareholder who has properly elected to redeem his
or her Class A Ordinary Shares in connection with a shareholder vote to amend this Agreement (A) to modify the substance or timing
of the Company’s obligation to allow redemption in connection with the initial Partnering Transaction or to redeem 100% of
its Class A Ordinary Shares if the Company does not complete its initial Partnering Transaction within the time frame specified
in the Company’s Amended and Restated Memorandum and Articles of Association or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial Partnering Transaction activity), this Agreement or any provision hereof
may only be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties
hereto.


 


(d)       The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-


 




    5 


     


    

CLAIM
OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)       Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez

E-mail: fwolf@continentalstock.com; cgonzalez@continentalstock.com


 


if to the Company, to:


 


Corsair Partnering Corporation

717 Fifth Avenue, 24th Floor

New York, NY 10022

Attn: Paul Cabral

E-mail: cabral@corsair-capital.com


 


in each case, with copies to:


 


Davis Polk & Wardwell

450 Lexington Avenue

New York, NY 10017

Attn: Derek J. Dostal, Esq.

E-Mail: derek.dostal@davispolk.com


 


and


 


Evercore Group L.L.C.

55 East 52nd Street, Ste 35

New York, New York 10055

Attn.: Kenneth Masotti

E-mail: masotti@Evercore.com


 


and


 


White & Case LLP





1221 Avenue of the Americas





New York, New York 10020





Attn: Joel Rubinstein & Elliott Smith


 


(f)       No
party to this Agreement may assign its rights or delegate its obligations hereunder without the prior consent of the other person
or entity.


 


(g)       Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 


(h)       This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 




    6 


     


    

(i)       This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)       Each
of the Company and the Trustee hereby acknowledges and agrees that Evercore Group L.L.C., as Underwriter, is a third party beneficiary
of this Agreement.


 


[Signature Page Follows]


 


 




    7 


     


    

IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


 

	 	CORSAIR PARTNERING CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 



 


 


[Signature Page to Investment Management
Trust Agreement]


 


 



     


     


    

SCHEDULE A


 


	
        Fee
Item 
	
        Time
and method of payment 
	
        Amount 

	Initial acceptance fee	Initial closing of the Offering by wire transfer	$ 3,500.00
	Annual fee	First year, initial closing of Offering by wire transfer; thereafter on the anniversary of the effective date of the Offering by wire transfer or check	$ 10,000.00
	Transaction processing fee for disbursements to Company under Sections 1(i), (j) and (k)	Billed to the Company following disbursement made to Company under Section 1	$ 250.00
	Paying Agent services as required pursuant to Section
1(i) and Section 1(k) 
	Billed to Company upon delivery of service pursuant to Section 1(i) and Section 1(k)	Prevailing rates






 



 



     


     


    

  


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and
Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Corsair Partnering Corporation (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has entered into an agreement with (the “Partner Company”) to
consummate a partnering transaction with the Partner Company (the “Partnering Transaction”) on or about
[●], 2021. The Company shall notify you at least seventy-two (72) hours in advance of the actual date of the consummation
of the Partnering Transaction (the “Consummation Date”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account, and to transfer the proceeds
into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that,
on the Consummation Date, all of funds held in the Trust Account will be immediately available for transfer to the account or accounts
that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the
trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the
Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel for
the Company shall deliver to you written notification that the Partnering Transaction has been consummated, or will be consummated
concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer or Chief Financial Officer, which verifies
that the Partnering Transaction has been approved by a vote of the Company’s shareholders, if a vote is held and (b) joint
written instruction signed by the Company and Evercore Group L.L.C. with respect to the transfer of the funds held in the Trust
Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment
of the Deferred Discount directly to the account or accounts directed by Evercore Group L.L.C. from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 


In the event that the Partnering Transaction
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice as soon thereafter as possible.


 




    A-1 


     


    




 


	 	Very
truly yours,
	 	 
	 	 
	 	CORSAIR PARTNERING CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Evercore Group L.L.C.


 




    


     


    

EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez







Re: Trust Account - Termination Letter


 


Dear Mr. Wolf and
Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment
Management Trust Agreement between Corsair Partnering Corporation (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of [●], 2021 (the “Trust Agreement”),
this is to advise you that the Company has been unable to effect a partnering transaction with a Partner Company (the “Partnering
Transaction”) within the time frame specified in the Company’s Amended and Restated Memorandum and Articles
of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but not defined
herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account on     , 20[●] 
and to transfer the total proceeds into the trust operating account at J.P. Morgan Chase
Bank, N.A. to await distribution to the Public Shareholders. The Company has selected [●] as the effective date
for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation proceeds.
It is acknowledged that no interest will be earned by the Company on the liquidation proceeds while on deposit in the trust operating
account. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds
directly to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated
Memorandum and Articles of Association of the Company. Upon the distribution of all the funds, net of any payments necessary for
reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be
terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.


 





 


	 	Very
truly yours,
	 	 
	 	 
	 	CORSAIR PARTNERING CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Evercore Group L.L.C.


 




    B-1 


     


    

EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Tax Payment Withdrawal Instruction


 


Dear Mr. Wolf and
Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Corsair Partnering Corporation (“Company”) and Continental Stock Transfer
& Trust Company (“Trustee”), dated as of [●], 2021 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $      of the 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.


 


The Company needs such funds to pay for
the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:








 


[WIRE
INSTRUCTION INFORMATION]  


	 	 


 


Very
truly yours,



	 	 
	 	 
	 	CORSAIR PARTNERING CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Evercore L.L.C.


 




    C-1 


     


    

EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and
Ms. Gonzalez:


 


Reference is made to the Investment Management
Trust Agreement between Corsair Partnering Corporation (“Company”) and Continental Stock Transfer &
Trust Company (“Trustee”), dated as of [●], 2021 (“Trust Agreement”),
the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest
income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution
to the Public Shareholders who have requested redemption of their Class A Ordinary Shares. Capitalized words used herein and not
otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


The Company needs such funds to pay its
Public Shareholders who have properly elected to have their Class Ordinary Shares redeemed by the Company in connection with a
shareholder vote to approve an amendment to the Company’s Amended and Restated Memorandum and Articles of Association (A)
to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial Partnering
Transaction or to redeem 100% of its public Class A Ordinary Shares if the Company has not consummated an initial Partnering Transaction
within such time as is described in the Company’s Amended and Restated Memorandum and Articles of Association or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial Partnering Transaction activity.
As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.


 





 


	 	Very
truly yours,
	 	 
	 	 
	 	CORSAIR PARTNERING CORPORATION
	 	 
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Evercore Group L.L.C.


 





 



    D-1