REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 20th, 2018 • Churchill Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2018, is made and entered into by and among Churchill Capital Corp, a Delaware corporation (the “Company”), Churchill Sponsor 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 and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of September 6, 2018Warrant Agreement • September 12th, 2018 • Churchill Capital Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 6, 2018, is by and between Churchill Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Churchill Capital Corp 60,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • September 12th, 2018 • Churchill Capital Corp • Blank checks • New York
Churchill Capital Corp, 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 60,000,000 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 9,000,000 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 used in t
Churchill Capital Corp New York, NY 10019Churchill Capital Corp • August 20th, 2018 • Blank checks • New York
We are pleased to accept the offer Churchill Sponsor LLC (the “Subscriber” or “you”) has made to purchase 11,500,000 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 1,500,000 Shares of which are subject to complete or partial forfeiture by you if the underwriters of the initial public offering (“IPO”) of Churchill Capital 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:
INDEMNITY AGREEMENTIndemnity Agreement • August 20th, 2018 • Churchill Capital Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2018, by and between Churchill Capital Corp, a Delaware corporation (the “Company”), and [•] (“Indemnitee”).
Churchill Capital Corp 640 Fifth Avenue, 12th Floor New York, NY 10019Letter Agreement • September 12th, 2018 • Churchill Capital Corp • 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, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of 69,000,000 of the Company’s units (including up to 9,000,000 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 half 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. Securities
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 12th, 2018 • Churchill Capital Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 6, 2018, is made and entered into by and among Churchill Capital Corp, a Delaware corporation (the “Company”), Churchill Sponsor 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 12th, 2018 • Churchill Capital Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 6, 2018 by and between Churchill Capital Corp, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Churchill Capital Corp 45,000,000 Units1 UNDERWRITING AGREEMENTChurchill Capital Corp • September 4th, 2018 • Blank checks • New York
Churchill Capital Corp, 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 45,000,000 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 6,750,000 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 used in t
INDEMNITY AGREEMENTIndemnity Agreement • September 12th, 2018 • Churchill Capital Corp • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of September 6, 2018, by and between Churchill Capital Corp, a Delaware corporation (the “Company”), and Malcolm S. McDermid (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement • August 20th, 2018 • Churchill Capital Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2018 (this “Agreement”), is entered into by and between Churchill Capital Corp, a Delaware corporation (the “Company”), and Churchill Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 12th, 2018 • Churchill Capital Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 5, 2018 (this “Agreement”), is entered into by and between Churchill Capital Corp, a Delaware corporation (the “Company”), and Churchill Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
Churchill Capital Corp New York, NY 10019Churchill Capital Corp • September 4th, 2018 • Blank checks • New York
Churchill Capital Corp 640 Fifth Avenue, 12th Floor New York, NY 10019Churchill Capital Corp • September 12th, 2018 • Blank checks • New York
AGREEMENT AND PLAN OF MERGER dated as of January 14, 2019 by and among CHURCHILL CAPITAL CORP, CLARIVATE ANALYTICS PLC, CAMELOT HOLDINGS (JERSEY) LIMITED, and CAMELOT MERGER SUB (JERSEY) LIMITEDAgreement and Plan of Merger • January 15th, 2019 • Churchill Capital Corp • Blank checks • Delaware
