FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [•], 2024, by and between ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and Wilmington Trust, National Association, a national banking association (the “Trustee”).
PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks
ChampionsGate Acquisition CorporationUnderwriting Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between ChampionsGate Acquisition Corporation, a Cayman Islands company (the “Company”), and Clear Street LLC, as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”, together with the Founder Share (as defined below), the “Ordinary Shares”) and one right to receive one-eighth (1/8) of one Class A Ordinary Share (the “Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [●], by and among ChampionsGate Acquisition Corporation, a Cayman Islands company (the “Company”) and the undersigned parties listed under the heading “Investor” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
RIGHTS AGREEMENTRights Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [●], 2024 between ChampionsGate Acquisition Corporation, an exempted company incorporated in the Cayman Islands with limited liability (the “Company”), and VStock Transfer, LLC, a California limited liability company, as rights agent (the “Rights Agent”).
CHAMPIONSGATE ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks • New York
CHAMPIONSGATE ACQUISITION CORPORATION, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with Clear Street LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of [●], 2024 (“Agreement”), by and between ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (“Company”), and the undersigned indemnitee (“Indemnitee”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of May 15, 2024 (this “Transfer”), by and among ST Sponsor Limited, a Cayman Islands limited liability company (the “Seller”), ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
FORM OF SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks
This Securities Transfer Agreement is dated as of [ ], 2024 (this “Transfer Agreement”), by and among [ST Sponsor Investment LLC], a Cayman Islands limited liability company (the “Seller”), ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
CHAMPIONSGATE ACQUISITION CORPORATION PO Box 309, Ugland House Grand Cayman KY1-1104, Cayman IslandsSecurities Purchase Agreement • December 9th, 2024 • ChampionsGate Acquisition Corp • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber) ” have made to purchase 2,156,250 Class B ordinary shares (the “Shares”), par value US$0.0001 per share (the “Class B Ordinary Shares”, together with Class A ordinary shares, par value US$0.0001 of the Company, the “Ordinary Shares”) in ourselves, ChampionsGate Acquisition Corporation, a Cayman Islands exempted company (the “Company”), among which, up to 281,250 Shares are subject to forfeiture by you if the underwriter of the initial public offering (the “IPO”) of the Company does not fully exercise their over-allotment options (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
