REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 10th, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2019, is made and entered into by and among Churchill Capital Corp II, a Delaware corporation (the “Company”), Churchill Sponsor II 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”).
CHURCHILL CAPITAL CORP II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June ___, 2019Warrant Agreement • June 10th, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June ___, 2019, is by and between Churchill Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
RE: Securities Subscription Agreement Ladies and Gentlemen:Churchill Capital Corp II • June 10th, 2019 • Blank checks • New York
We are pleased to accept the offer Hornblower Sponsor LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 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 1,125,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Hornblower Acquisition Corp, 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:
Churchill Capital Corp II 640 Fifth Avenue, 12th Floor New York, NY 10019Letter Agreement • June 10th, 2019 • Churchill Capital Corp II • Blank checks
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 II, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 46,000,000 of the Company’s units (including up to 6,000,000 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-third 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. Sec
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 10th, 2019 • Churchill Capital Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June ___, 2019 by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Churchill Capital Corp II 40,000,000 Units1 UNDERWRITING AGREEMENTChurchill Capital Corp II • June 10th, 2019 • Blank checks • New York
INDEMNITY AGREEMENTIndemnity Agreement • June 10th, 2019 • Churchill Capital Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2019 by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 10th, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of , 2019 (this “Agreement”), is entered into by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Churchill Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
Churchill Capital Corp II 640 Fifth Avenue, 12th Floor New York, NY 10019Letter Agreement • June 10th, 2019 • Churchill Capital Corp II • Blank checks • New York
