Churchill Capital Corp VII 120,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • New York
Churchill Capital Corp VII, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom Citigroup Global Markets Inc. is acting as Representative (the “Representative”), an aggregate of 120,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 18,000,000 additional Units to cover over-allotments (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representative as used herein shall mean you, as Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms use
CHURCHILL CAPITAL CORP VII and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 11, 2021Warrant Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 11, 2021 is by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • March 31st, 2022 • Churchill Capital Corp VII • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 11, 2021, by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Stephen Murphy (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 11, 2021, is made and entered into by and among Churchill Capital Corp VII, a Delaware corporation (the “Company”), Churchill Sponsor VII 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 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INDEMNITY AGREEMENTIndemnification & Liability • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Malcolm S. McDermid (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
INDEMNITY AGREEMENTIndemnification Agreement • March 31st, 2022 • Churchill Capital Corp VII • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 5, 2022, by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Alan Schrager (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 11, 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Mark Klein (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 11, 2021 (this “Agreement”), is entered into by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Churchill Sponsor VII LLC, a Delaware limited liability company (the “Purchaser”).
Churchill Capital Corp VII New York, NY 10019Securities Subscription Agreement • January 11th, 2021 • Churchill Capital Corp VII • New York
We are pleased to accept the offer Churchill Sponsor VII LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common stock (the “Shares”), $.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), up to 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Churchill Capital Corp VII, a Delaware corporation (the “Company”), do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
Churchill Capital Corp VII New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Churchill Capital Corp VII, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 138,000,000 of the Company’s units (including up to 18,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fifth of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2021 • Churchill Capital Corp VII • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Churchill Capital Corp VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
Churchill Capital Corp VII New York, NY 10019Administrative Services Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • New York
JOINT FILING AGREEMENTJoint Filing Agreement • May 26th, 2023 • Churchill Capital Corp VII • Blank checks
Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations thereunder, each party hereto hereby agrees to the joint filing, on behalf of each of them, of any filing required by such party under Section 13 or Section 16 of the Exchange Act or any rule or regulation thereunder (including any amendment, restatement, supplement, and/or exhibit thereto) with the Securities and Exchange Commission (and, if such security is registered on a national securities exchange, also with the exchange), and further agrees to the filing, furnishing, and/or incorporation by reference of this agreement as an exhibit thereto. This agreement shall remain in full force and effect until revoked by any party hereto in a signed writing provided to each other party hereto, and then only with respect to such revoking party.
CONSENT AND AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 26th, 2023 • Churchill Capital Corp VII • Blank checks
THIS CONSENT AND AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of December 26, 2023, by and among Churchill Capital Corp VII, a Delaware corporation (“CCVII”), CorpAcq Group Plc (f/k/a Polaris Pubco Plc), a public limited company incorporated under the laws of England and Wales (the “Company”), Polaris Bermuda Limited, an exempted company limited by shares incorporated under the laws of Bermuda (“BermudaCo”), NorthSky Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (“CorpAcq Holdco”) and each shareholder of CorpAcq Holdco set forth on the signature pages hereto (being all shareholders who have entered into the Merger Agreement as of the date hereof (as defined below), including by way of a signatory to a joinder to the Merger Agreement (as defined below) executed pursuant to Section 9.
Churchill Capital Corp VII 640 Fifth Avenue, 12th Floor New York, NY 10019 (212) 380-7500 CorpAcq Holdings Ltd 1 Goose Grn Altrincham WA14 1DW United Kingdom Re: Sponsor Agreement Ladies and Gentlemen:Sponsor Agreement • August 7th, 2023 • Churchill Capital Corp VII • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp VII, a Delaware corporation (“CCVII”), Polaris Pubco Plc, a public limited company incorporated under the laws of England and Wales (the “Company”), NorthSky Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (“CorpAcq Holdco”) and the shareholders of CorpAcq Holdco party thereto (the “Sellers”), and hereby amends and restates in its entirety that certain letter, dated February 11, 2021, from Churchill Sponsor VII LLC (the “Sponsor”) and each of the undersigned individuals, each of whom is a member of CCVII’s board of directors and/or management team (each, an “Insider” and collectively, the “Insiders”) to CCVII (the
Churchill Capital Corp VII New York, NY 10019Administrative Services Agreement • February 8th, 2021 • Churchill Capital Corp VII • Blank checks • New York
AGREEMENT AND PLAN OF MERGER by and among CHURCHILL CAPITAL CORP VII, POLARIS PUBCO PLC, NORTHSKY MERGER SUB, INC., SELLERS (as listed in the signature pages hereto), and CORPACQ HOLDINGS LIMITED dated as of August 1, 2023Merger Agreement • August 7th, 2023 • Churchill Capital Corp VII • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 1, 2023, by and among Churchill Capital Corp VII, a Delaware corporation (“CCVII”), Polaris Pubco Plc, a public limited company incorporated under the laws of England and Wales (the “Company”), NorthSky Merger Sub, Inc., a Delaware corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), CorpAcq Holdings Limited, a private limited company incorporated under the laws of England and Wales (“CorpAcq Holdco”) and the shareholders of CorpAcq Holdco set forth on the signature pages hereto or signatory to a joinder to this Agreement executed pursuant to Section 9.07 prior to Closing (the “Sellers”). CCVII, the Company, Merger Sub, BermudaCo (as defined below in the Recitals), CorpAcq Holdco and the Sellers are collectively referred to herein as the “Parties” and individually as a “Party.” Capitalized terms used and not otherwise defined herein have the meanings set forth in Section
AMENDMENT TO PROMISSORY NOTEPromissory Note • February 12th, 2024 • Churchill Capital Corp VII • Blank checks
THIS AMENDMENT TO PROMISSORY NOTE (this “Amendment”), dated as of February 9, 2024, is by and between Churchill Capital Corp VII, a Delaware corporation ( “Maker”), and Churchill Sponsor VII LLC, a Delaware limited liability company (“Payee”).
DefinitionsFacilities Agreement • August 5th, 2024 • Churchill Capital Corp VII • Blank checks
· received or committed in exchange for the issuance of securities of PubCo, the Post-Combination Company or Churchill, as applicable; or
