REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 26, 2019, is made and entered into by and among Churchill Capital Corp II, a Delaware corporation (the “Company”), Churchill Sponsor II 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 II and CONTINENTAL STOCK TRANSFER & TRUST COMPANY WARRANT AGREEMENT Dated as of June 26, 2019Warrant Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 26, 2019, is by and between Churchill Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
Churchill Capital Corp II 60,000,000 Units1 UNDERWRITING AGREEMENTUnderwriting Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
Churchill Capital Corp II 640 Fifth Avenue, 12th Floor New York, NY 10019 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • July 2nd, 2019 • Churchill Capital Corp II • 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 II, a Delaware corporation (the “Company”) and Citigroup Global Markets Inc. (the “Representative”), 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-third 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. Sec
INDEMNITY AGREEMENTIndemnity Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 26, 2019 by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Malcolm S. McDermid (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 26, 2019 (this “Agreement”), is entered into by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Churchill Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
Churchill Capital Corp II 640 Fifth Avenue, 12th Floor New York, NY 10019Letter Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 2nd, 2019 • Churchill Capital Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 26, 2019 by and between Churchill Capital Corp II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Churchill Capital Corp II New York, NY 10019 July 1, 2019Churchill Capital Corp II • July 2nd, 2019 • Blank checks • New York
Reference is made to that certain Underwriting Agreement, dated June 26, 2019, by and among Churchill Capital Corp II, a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters named on Schedule I thereto (the “Underwriting Agreement”). Except as otherwise specifically provided herein, all capitalized terms used herein shall have the meanings ascribed to them in the Underwriting Agreement.
