25,000,000 Units Churchill Capital Corp IX UNDERWRITING AGREEMENTUnderwriting Agreement • March 22nd, 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 AgreementChurchill Capital Corp IX/Cayman • March 22nd, 2024 • 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
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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 22nd, 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”).
PUBLIC WARRANT AGREEMENT between CHURCHILL CAPITAL CORP IX and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of , 2024Public 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”).
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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 22nd, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 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”).
CHURCHILL CAPITAL CORP IXChurchill Capital Corp IX/Cayman • March 22nd, 2024 • 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”):
Churchill Capital Corp IX New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 22nd, 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 • March 22nd, 2024 • Churchill Capital Corp IX/Cayman • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this _____, 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”).
