CHURCHILL CAPITAL CORP IV and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of July 29, 2020Warrant Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 29, 2020 is by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Churchill Capital Corp IV 180,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
Churchill Capital Corp IV, 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 180,000,000 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 27,000,000 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
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 29, 2020, is made and entered into by and among Churchill Capital Corp IV, a Delaware corporation (the “Company”), Churchill Sponsor IV 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”).
INDEMNITY AGREEMENTIndemnity Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 29, 2020 by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Jay Taragin (“Indemnitee”).
Churchill Capital Corp IV New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • August 4th, 2020 • Churchill Capital Corp IV • 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 IV, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), relating to an underwritten initial public offering (the “Public Offering”), of 207,000,000 of the Company’s units (including up to 27,000,000 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-fifth 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. S
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 29, 2020 (this “Agreement”), is entered into by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Churchill Sponsor IV LLC, a Delaware limited liability company (the “Purchaser”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 29, 2020 by and between Churchill Capital Corp IV, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Churchill Capital Corp IV New York, NY 10019Letter Agreement • August 4th, 2020 • Churchill Capital Corp IV • Blank checks • New York
