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:Churchill Capital Corp VII • August 7th, 2023 • 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
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, 2023Agreement and Plan of Merger • 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
