Churchill Capital Corp IX/Cayman Sample Contracts
25,000,000 Units Churchill Capital Corp IX UNDERWRITING AGREEMENTUnderwriting Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), proposes to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representative”) are acting as representative, 25,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,750,000 additional units to cover over-allotments, if any (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 herein an
RE: Securities Subscription AgreementSecurities Subscription Agreement • March 22nd, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Churchill Sponsor IX LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 7,187,500 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 937,500 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), unless otherwise provided in the definitive agreement for the Company’s initia
PUBLIC WARRANT AGREEMENT between CHURCHILL CAPITAL CORP IX and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of May 1, 2024Warrant Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 1, 2024, is by and between Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 4th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2024 by and between Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 1, 2024 by and between Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 22nd, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [•], 2024, by and between CHURCHILL CAPITAL CORP IX, a Cayman Islands exempted company (the “Company”), and [•] (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 1, 2024 is made and entered into by and among Churchill Acquisition Corp IX, a Cayman Islands exempted company (the “Company”), Churchill Sponsor IX LLC, a Delaware limited liability company (the “Sponsor”), , and the undersigned parties listed under Holder on the signature pages hereto (each such party, 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”).
PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP IX and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of _____, 2024Private Warrant Agreement • March 22nd, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2024, is by and between Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
May 1, 2024 Churchill Capital Corp IX New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”) and Citigroup Global Markets Inc. as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-quarter of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to the registration stat
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this May 1, 2024, by and between Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), having its principal place of business at 640 Fifth Avenue, 14th Floor, New York, NY 10019, and Churchill Sponsor IX LLC(the “Purchaser”).
PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP IX and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of May 1, 2024Warrant Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 1, 2024, is by and between Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent,” also referred to herein as the “Transfer Agent”).
CHURCHILL CAPITAL CORP IXAdministrative Support Agreement • May 7th, 2024 • Churchill Capital Corp IX/Cayman • Blank checks
This letter agreement by and between Churchill Capital Corp IX (the “Company”) and M Klein Associates, Inc., a New York corporation (the “Services Provider”), an affiliate of our sponsor, Churchill Sponsor IX LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • June 6th, 2025 • Churchill Capital Corp IX/Cayman • Blank checks
This VOTING AND SUPPORT AGREEMENT (this “Agreement”) is being executed and delivered as of June 5, 2025, by and among the Person named on the signature page hereto (the “Stockholder”), Churchill Capital Corp IX, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“SPAC”), and Plus Automation, Inc., a Delaware corporation (the “Company”). For purposes of this Agreement, SPAC, the Company and the Stockholder are each a “Party” and collectively the “Parties.” Each capitalized term used and not otherwise defined herein has the meaning ascribed to such term in the Merger Agreement (as defined below).
Churchill Capital Corp IX New York, NY 10019Director Agreement • August 4th, 2025 • Churchill Capital Corp IX/Cayman • Blank checks • New York
THIS DIRECTOR AGREEMENT (this “Agreement”) is made and entered into as of [___], 2025, by and between Churchill Capital Corp IX, a Cayman Islands exempted company (the “Company”), and the undersigned independent director of the Company (the “Director”).
Re: Sponsor AgreementSponsor Agreement • June 6th, 2025 • Churchill Capital Corp IX/Cayman • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp IX, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), AL Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub I”), AL Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of SPAC (“Merger Sub II” and together with Merger Sub I, “Merger Subs”) and Plus Automation, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter agreement, dated May 1, 2024, from each of the persons undersigned thereto to SPAC (as may be amended from time to time, the “Prior Letter Agreement”). Capitalized terms used but not otherwise de
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CHURCHILL CAPITAL CORP IX, AL MERGER SUB I, INC., AL MERGER SUB II, LLC and PLUS AUTOMATION, INC. dated as of June 5, 2025Agreement and Plan of Merger and Reorganization • June 6th, 2025 • Churchill Capital Corp IX/Cayman • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of June 5, 2025, by and among Churchill Capital Corp IX, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), Al Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of SPAC (“Merger Sub I”), Al Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of SPAC (“Merger Sub II” and together with Merger Sub I, “Merger Subs”) and Plus Automation, Inc., a Delaware corporation (the “Company”). SPAC, Merger Subs and the Company 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 1.01.