Churchill Capital Corp VI 48,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • February 18th, 2021 • Churchill Capital Corp VI • Blank checks • New York
Churchill Capital Corp VI, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom J.P. Morgan Securities LLC is acting as Representative (the “Representative”), an aggregate of 48,000,000 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 7,200,000 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 used in t
CHURCHILL CAPITAL CORP VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of February 11, 2021Warrant Agreement • February 18th, 2021 • Churchill Capital Corp VI • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 11, 2021 is by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Churchill Capital Corp VI New York, NY 10019Securities Subscription Agreement • January 11th, 2021 • Churchill Capital Corp VI • New York
We are pleased to accept the offer Churchill Sponsor VI LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 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 1,500,000 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 VI, 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:
INDEMNITY AGREEMENTIndemnity Agreement • March 31st, 2022 • Churchill Capital Corp VI • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Andrew Frankle (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 18th, 2021 • Churchill Capital Corp VI • 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 VI, a Delaware corporation (the “Company”), Churchill Sponsor VI 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 8th, 2021 • Churchill Capital Corp VI • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021 by and between Churchill Capital Corp VI, 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 VI • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 5, 2022, by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Alan Schrager (“Indemnitee”).
CHURCHILL CAPITAL CORP VI and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of [ ], 2021Warrant Agreement • February 9th, 2021 • Churchill Capital Corp VI • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021 is by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 8th, 2021 • Churchill Capital Corp VI • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among Churchill Capital Corp VI, a Delaware corporation (the “Company”), Churchill Sponsor VI 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 Agreement • August 16th, 2021 • Churchill Capital Corp VI • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Andrew Frankle (“Indemnitee”).
INDEMNITY AGREEMENTIndemnification Agreement • August 16th, 2021 • Churchill Capital Corp VI • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 11, 2021, by and between Churchill Capital Corp VI, a Delaware corporation (the “Company”), and Stephen Murphy (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTWarrant Purchase Agreement • February 18th, 2021 • Churchill Capital Corp VI • 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 VI, a Delaware corporation (the “Company”), and Churchill Sponsor VI LLC, a Delaware limited liability company (the “Purchaser”).
Churchill Capital Corp VI New York, NY 10019Underwriting Agreement • February 18th, 2021 • Churchill Capital Corp VI • 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 VI, a Delaware corporation (the “Company”) and J.P. Morgan Securities LLC (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 55,200,000 of the Company’s units (including up to 7,200,000 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. Securi
Churchill Capital Corp VI New York, NY 10019Administrative Services Agreement • February 8th, 2021 • Churchill Capital Corp VI • Blank checks • New York
Churchill Capital Corp VI New York, NY 10019Administrative Services Agreement • February 18th, 2021 • Churchill Capital Corp VI • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 18th, 2021 • Churchill Capital Corp VI • 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 VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
