Churchill Capital Corp 640 Fifth Avenue, 12th Floor New York, NY 10019Letter Agreement • September 4th, 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 51,750,000 of the Company’s units (including up to 6,750,000 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
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 4th, 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 New York, NY 10019Churchill Capital Corp • September 4th, 2018 • Blank checks • New York
