Churchill Capital Corp XI (the Company) has entered into a material definitive agreement by issuing an unsecured promissory note. The note is for an aggregate principal amount of up to $1,500,000. The note was issued to Churchill Sponsor XI LLC, the Company's sponsor. The purpose of the note is to provide working capital for the Company. The note does not bear interest. The note matures on the earlier of the closing of an initial business combination or the Company's liquidation. Amounts outstanding under the note are convertible, at the Sponsor's option, into units of the Company. Each unit consists of one Class A ordinary share and one-tenth of one redeemable warrant. The conversion price is $10.00 per unit. Each warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share. The conversion units are identical to the private placement units issued to the Sponsor at the IPO. The Conversion Units are entitled to registration rights.