EX-10.1
from DEFA14A
26 pages
This Letter (This “Sponsor Agreement”) Is Being Delivered to You in Connection With That Certain Agreement and Plan of Merger (The “Merger Agreement”), Dated as of the Date Hereof, by and Among Churchill Capital Corp VII, a Delaware Corporation (“CCVII”), Polaris Pubco PLC, a Public Limited Company Incorporated Under the Laws of England and Wales (The “Company”), Northsky Merger Sub, Inc., a Delaware Corporation and Direct, Wholly Owned Subsidiary of the Company (“Merger Sub”), Corpacq Holdings Limited, a Private Limited Company Incorporated Under the Laws of England and Wales (“Corpacq Holdco”) and the Shareholders of Corpacq Holdco Party Thereto (The “Sellers”), and Hereby Amends and Restates in Its Entirety That Certain Letter, Dated February 11, 2021, From Churchill Sponsor VII LLC (The “Sponsor”) and Each of the Undersigned Individuals, Each of Whom Is a Member of Ccvii’s Board of Directors and/or Management Team (Each, an “Insider” and Collectively, the “Insiders”) to CCVII (The “Prior Letter Agreement”). Certain Capitalized Terms Used Herein Are Defined in Paragraph 15. Capitalized Terms Used but Not Otherwise Defined Herein Shall Have the Respective Meanings Ascribed to Such Terms in the Merger Agreement. as Promptly as Practicable Following the Date Hereof, the Company Shall Cause an Exempted Company Limited by Shares Incorporated Under the Laws of Bermuda (“Bermudaco”) to Execute a Joinder to This Agreement Pursuant to Section 9.07 of the Merger Agreement. References Herein to “Bermudaco” Shall Be Deemed Made Only Once Bermudaco Executes Such a Joinder
12/34/56
EX-10.1
from 8-K
26 pages
This Letter (This “Sponsor Agreement”) Is Being Delivered to You in Connection With That Certain Agreement and Plan of Merger (The “Merger Agreement”), Dated as of the Date Hereof, by and Among Churchill Capital Corp VII, a Delaware Corporation (“CCVII”), Polaris Pubco PLC, a Public Limited Company Incorporated Under the Laws of England and Wales (The “Company”), Northsky Merger Sub, Inc., a Delaware Corporation and Direct, Wholly Owned Subsidiary of the Company (“Merger Sub”), Corpacq Holdings Limited, a Private Limited Company Incorporated Under the Laws of England and Wales (“Corpacq Holdco”) and the Shareholders of Corpacq Holdco Party Thereto (The “Sellers”), and Hereby Amends and Restates in Its Entirety That Certain Letter, Dated February 11, 2021, From Churchill Sponsor VII LLC (The “Sponsor”) and Each of the Undersigned Individuals, Each of Whom Is a Member of Ccvii’s Board of Directors and/or Management Team (Each, an “Insider” and Collectively, the “Insiders”) to CCVII (The “Prior Letter Agreement”). Certain Capitalized Terms Used Herein Are Defined in Paragraph 15. Capitalized Terms Used but Not Otherwise Defined Herein Shall Have the Respective Meanings Ascribed to Such Terms in the Merger Agreement. as Promptly as Practicable Following the Date Hereof, the Company Shall Cause an Exempted Company Limited by Shares Incorporated Under the Laws of Bermuda (“Bermudaco”) to Execute a Joinder to This Agreement Pursuant to Section 9.07 of the Merger Agreement. References Herein to “Bermudaco” Shall Be Deemed Made Only Once Bermudaco Executes Such a Joinder
12/34/56
EX-10.12
from 8-K
3 pages
1. the Services Provider (And/or Any of Its Affiliates Designated by the Services Provider) Shall Make Available to the Company, at the Address of the Services Provider Referred to Above (Or Any Successor Location or Other Existing Office Locations of the Services Provider or Any of Its Affiliates), Office Space and Administrative and Support Services as May Be Reasonably Requested by the Company. in Exchange Therefor, the Company Shall Pay to the Services Provider, on the First Day of Each Month, the Sum of $50,000 Per Month Commencing on the Listing Date and Continuing Monthly Thereafter Until the Termination Date; And
12/34/56
