Churchill Capital Corp X/Cayman Sample Contracts
CHURCHILL CAPITAL CORP X New York, NY 10019Securities Subscription Agreement • March 8th, 2024 • Churchill Capital Corp X/Cayman • Blank checks • New York
Churchill Capital Corp X, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer Churchill Sponsor X 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 initial
PUBLIC WARRANT AGREEMENT between CHURCHILL CAPITAL CORP X and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of May 13, 2025Warrant Agreement • May 16th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 13, 2025, is by and between Churchill Capital Corp X, 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”).
Underwriting Agreement between Churchill Capital Corp X and BTIG, LLC Dated May 13, 2025 (the “Agreement”) CHURCHILL CAPITAL CORP X UNDERWRITING AGREEMENTUnderwriting Agreement • May 16th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York
The undersigned, Churchill Capital Corp X, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with BTIG, LLC (“BTIG” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only BTIG is listed on such Schedule A, any references to the Underwriters shall refer exclusively to BTIG) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 16th, 2025 • Churchill Capital Corp X/Cayman • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 13, 2025 by and between Churchill Capital Corp X, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 16th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 13, 2025 is made and entered into by and among Churchill Acquisition Corp X, a Cayman Islands exempted company (the “Company”), Churchill Sponsor X 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”).
PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP X and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of _____, 2025Private Warrant Agreement • April 28th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _______, 2025, is by and between Churchill Capital Corp X, 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”).
PUBLIC WARRANT AGREEMENT between CHURCHILL CAPITAL CORP X and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of _____, 2025Warrant Agreement • April 28th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of _____, 2025, is by and between Churchill Capital Corp X, 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”).
Churchill Capital Corp X New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 28th, 2025 • Churchill Capital Corp X/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 X, a Cayman Islands exempted company (the “Company”) and BTIG, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 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 statement on Form S-1 (Fi
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • May 16th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of this May 13, 2025, by and between Churchill Capital Corp X, 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 X LLC(the “Purchaser”).
PRIVATE WARRANT AGREEMENT between CHURCHILL CAPITAL CORP X and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of May 13, 2025Warrant Agreement • May 16th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 13, 2025, is by and between Churchill Capital Corp X, 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”).
CHURCHILL CAPITAL CORP XAdministrative Support Agreement • May 16th, 2025 • Churchill Capital Corp X/Cayman • Blank checks
This letter agreement by and between Churchill Capital Corp X (the “Company”) and M Klein Associates, Inc., a New York corporation (the “Services Provider”), an affiliate of our sponsor, Churchill Sponsor X 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 X New York, NY 10019Director Agreement • August 4th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • New York
THIS DIRECTOR AGREEMENT (this “Agreement”) is made and entered into as of [___], 2025, by and between Churchill Capital Corp X, a Cayman Islands exempted company (the “Company”), and the undersigned independent director of the Company (the “Director”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 8th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 8th day of September, 2025, by and between Churchill Capital Corp X, a Cayman Islands exempted company (the “Issuer”) and the undersigned (the “Subscriber” and, together with Issuer, the “Parties” and each, a “Party”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (as defined below).
STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • September 8th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • Delaware
This Stockholder Voting and Support Agreement (this “Agreement”) is dated as of September 8, 2025, by and among Churchill Capital Corp X, a Cayman Islands exempted company limited by shares (which shall transfer by way of continuation and domesticate as a Delaware corporation) (“Acquiror”), the Person set forth on the signature page hereto (the “Company Stockholder”), and ColdQuanta, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CHURCHILL CAPITAL CORP X, AH MERGER SUB I, INC., AH MERGER SUB II, LLC and COLDQUANTA, INC. dated as of September 8, 2025Merger Agreement • September 8th, 2025 • Churchill Capital Corp X/Cayman • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of September 8, 2025, by and among Churchill Capital Corp X, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), AH Merger Sub I, Inc., a Delaware corporation and direct, wholly-owned Subsidiary of SPAC (“Merger Sub I”), AH Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of SPAC (“Merger Sub II” and together with Merger Sub I, “Merger Subs”) and ColdQuanta, Inc., a Delaware corporation (the “Company”). SPAC, Merger Subs and the Company 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 1.01.
May 13, 2025 Churchill Capital Corp X New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • May 16th, 2025 • Churchill Capital Corp X/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 X, a Cayman Islands exempted company (the “Company”) and BTIG, LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 41,400,000 of the Company’s units (including up to 5,400,000 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 statement on Form S-1 (Fi
ContractFinancial Advisory Agreement • September 8th, 2025 • Churchill Capital Corp X/Cayman • Blank checks
This letter agreement (this “Agreement”), which shall become effective upon the Closing (as such term is defined in the Merger Agreement) (the “Effective Date”), confirms certain arrangements between Churchill Capital Corp X, a Delaware corporation (the “Client”), to be renamed Infleqtion, Inc. upon the Effective Date, and M. Klein & Company, through its affiliate, The Klein Group, LLC (“Advisor”), with respect to the engagement of Advisor by the Client as its financial advisor to provide strategic advice and assistance to the Client in connection with capital markets, business development, investor relations and other strategic matters (the “Services”). Simultaneously with the execution and delivery of this Agreement, Client has entered into that certain Agreement and Plan of Merger and Reorganization, dated as of September 8, 2025 (as it may be amended, supplemented or restated from time to time in accordance with the terms of such agreement, the “Merger Agreement”), by and among Cli
Re: Sponsor AgreementSponsor Agreement • September 8th, 2025 • Churchill Capital Corp X/Cayman • Blank checks
This letter (this “Sponsor Agreement”) is being delivered to you in connection with that certain Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of the date hereof, by and among Churchill Capital Corp X, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate as a Delaware corporation prior to the Closing) (“SPAC”), AH Merger Sub I, Inc., a Delaware corporation and direct, wholly owned subsidiary of SPAC (“Merger Sub I”), AH Merger Sub II, LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of SPAC (“Merger Sub II” and together with Merger Sub I, “Merger Subs”) and ColdQuanta, Inc., a Delaware corporation (the “Company”), and hereby amends and restates in its entirety that certain letter agreement, dated May 13, 2025, from each of the persons undersigned thereto to SPAC (as may be amended from time to time, the “Prior Letter Agreement”). Capitalized terms used but not otherwise defined