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”).
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 • 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 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.
Churchill Capital Corp VII New York, NY 10019Administrative Services Agreement • February 17th, 2021 • Churchill Capital Corp VII • Blank checks • New York
