McKinley Acquisition Corp Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 30th, 2025 • McKinley Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2025, is made and entered into by and between McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and McKinley Partners LLC , a Delaware limited liability company (the “Sponsor”) (the Sponsor together with 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”).
RE: Securities Subscription AgreementSecurities Subscription Agreement • June 30th, 2025 • McKinley Acquisition Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into as of April 9, 2025 by and between McKinley Partners LLC, a Delaware limited liability company (the “Subscriber” or “you”), and McKinley Acquisition Corp, a Cayman Island exempted company (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,543,103 Class B Ordinary shares, $0.0001 par value per share (the “Shares”), up to 853,448 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • June 30th, 2025 • McKinley Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2025, by and between McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and McKinley Partners LLC ) (the “Subscriber”).
McKinley Acquisition Corporation Needham, MA 02494 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • June 30th, 2025 • McKinley Acquisition Corp • 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 McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Clear Street LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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 right to receive one-tenth (1/10th) of one Class A ordinary share upon the consummation of an initial business combination (a “Right”). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-[ ]) and prospectus (the “Prospectus”) fil
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 30th, 2025 • McKinley Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [_], 2025, by and between McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 30th, 2025 • McKinley Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025, by and between McKinley Acquisition Corporation, a company incorporated as a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
RIGHTS AGENCY AGREEMENT ]Rights Agency Agreement • June 30th, 2025 • McKinley Acquisition Corp • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), between McKinley Acquisition Corporation (the “Company”), a blank check company incorporated as a Cayman Islands exempted company, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • August 15th, 2025 • McKinley Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of August, 2025, by and between McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and McKinley Partners LLC (the “Subscriber”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 25th, 2025 • McKinley Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the _______ day of ____, 2025, by and between McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and McKinley Partners LLC (the “Subscriber”).
15,000,000 Units McKinley Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • July 25th, 2025 • McKinley Acquisition Corp • Blank checks • New York
McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Clear Street LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 15th, 2025 • McKinley Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 11, 2025, by and between McKinley Acquisition Corporation, a company incorporated as a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 25th, 2025 • McKinley Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025, by and between McKinley Acquisition Corporation, a company incorporated as a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
15,000,000 Units McKinley Acquisition Corporation UNDERWRITING AGREEMENTUnderwriting Agreement • August 15th, 2025 • McKinley Acquisition Corp • Blank checks • New York
McKinley Acquisition Corporation, a Cayman Islands exempt company (the “Company”), hereby confirms its agreement with Clear Street LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
INDEMNITY AGREEMENTIndemnification Agreement • August 15th, 2025 • McKinley Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of August 11, 2025, by and between McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • July 25th, 2025 • McKinley Acquisition Corp • Blank checks • New York
This Securities Transfer Agreement (this “Agreement”) is entered into as of [ ], 2025 by and between McKinley Partners LLC (the “Transferor”) and Clear Street LLC (the “Transferee””).
McKinley Acquisition Corporation 75 Second Ave., Suite 605 Needham, MA 02494Administrative Services Agreement • August 15th, 2025 • McKinley Acquisition Corp • Blank checks
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 15th, 2025 • McKinley Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 11, 2025, is made and entered into by and among McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”),McKinley Partners LLC, a Delaware limited liability company (the “Sponsor”) , Clear Street LLC (“Clear Street”) and Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”), (the Sponsor, Clear Street and Brookline, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • August 15th, 2025 • McKinley Acquisition Corp • Blank checks • New York
This Securities Transfer Agreement (this “Agreement”) is entered into as of August 11, 2025 by and between McKinley Partners LLC (the “Transferor”) and Clear Street LLC (the “Transferee”“).
McKinley Acquisition Corporation 75 Second Ave., Suite 605 Needham, MA 02494Administrative Services Agreement • June 30th, 2025 • McKinley Acquisition Corp • Blank checks
RIGHTS AGENCY AGREEMENTRights Agency Agreement • August 15th, 2025 • McKinley Acquisition Corp • Blank checks • New York
RIGHTS AGENCY AGREEMENT (the “Agreement”), between McKinley Acquisition Corporation (the “Company”), a blank check company incorporated as a Cayman Islands exempted company, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
August 11, 2025 McKinley Acquisition Corporation Needham, MA 02494 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • August 15th, 2025 • McKinley Acquisition Corp • 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 McKinley Acquisition Corporation, a Cayman Islands exempted company (the “Company”) and Clear Street LLC as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 17,250,000 of the Company’s units (including up to 2,250,000 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 right to receive one-tenth (1/10th) of one Class A ordinary share upon the consummation of an initial business combination (a “Right”). The Units shall be sold in the Public Offering pursuant to the registration statement on Form S-1 (File No. 333-288439)and prospectus (the “Prospectus”) f