UNDERWRITING AGREEMENT between COHEN CIRCLE ACQUISITION CORP. I and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: October 10, 2024 COHEN CIRCLE ACQUISITION CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • October 15th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
The undersigned, Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 15th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 10, 2024, is made and entered into by and among Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Cohen Circle Sponsor I, LLC, a Delaware limited liability company and Cohen Circle Advisors I, LLC (each a “Sponsor”, and collectively, the “Sponsors”), Cantor Fitzgerald & Co. (“Cantor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors, Cantor 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2024, is made and entered into by and among Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), Cohen Circle Sponsor I, LLC, a Delaware limited liability company and Cohen Circle Advisors I, LLC (each a “Sponsor”, and collectively, the “Sponsors”), Cantor Fitzgerald & Co. (“Cantor”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors, Cantor 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”).
WARRANT AGREEMENT COHEN CIRCLE ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated October 10, 2024Warrant Agreement • October 15th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated October 10, 2024, is by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • October 15th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of October 10, 2024 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
FTAC Artemis Sponsor, LLC November 3, 2021Cohen Circle Acquisition Corp. I • September 20th, 2024 • Blank checks • New York
FTAC Artemis Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer of FTAC Artemis Sponsor, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for and purchase 8,663,333 Class B ordinary shares (the “Shares”), $0.0001 par value per share (the “Ordinary Shares”), up to 1,100,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). The terms (this “Agreement”) on which the Company is willing to sell the Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Shares, are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein and subject to the provisions of the letter agreement dated as of [ ], 2024 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the representative of the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENT COHEN CIRCLE ACQUISITION CORP. I and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2024Warrant Agreement • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated [●], 2024, is by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF UNDERWRITING AGREEMENT between COHEN CIRCLE ACQUISITION CORP. I and CANTOR FITZGERALD & CO., As Representative of the Underwriters Dated: [ ], 2024 COHEN CIRCLE ACQUISITION CORP. I UNDERWRITING AGREEMENTUnderwriting Agreement • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
The undersigned, Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter” as follows:
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks
THIS SECOND AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of the 28th day of February, 2023 and is made by and between Cohen Circle Acquisition Corp. I (formerly FTAC Artemis Acquisition Corp.) (the “Maker”) and Cohen Circle Sponsor I, LLC (formerly FTAC Artemis Sponsor, LLC) (the “Payee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 15th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Cohen Circle Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
Cohen Circle Acquisition Corp. I Philadelphia, PA 19104-2870 Attention: R. Maxwell Smeal Dated: [---], 2024Cohen Circle Acquisition Corp. I • September 20th, 2024 • Blank checks
Cohen Circle Sponsor I, LLC or its designee (“Lender”) hereby agrees to make to Cohen Circle Acquisition Corp. I (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2024, by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cohen Circle Sponsor I, LLC (“Subscriber”).
COHEN CIRCLE ACQUISITION CORP. ICohen Circle Acquisition Corp. I • September 20th, 2024 • Blank checks
Cohen Circle Acquisition Corp. I Philadelphia, PA 19104-2870 Attention: R. Maxwell Smeal Dated: October 10, 2024Cohen Circle Acquisition Corp. I • October 15th, 2024 • Blank checks
Cohen Circle Sponsor I, LLC or its designee (“Lender”) hereby agrees to make to Cohen Circle Acquisition Corp. I (“Borrower”), one or more loans for the purposes described in paragraph 2 hereof, in amounts and upon the terms and conditions set forth below:
COHEN CIRCLE ACQUISITION CORP. ICohen Circle Acquisition Corp. I • May 23rd, 2023 • Blank checks
Cohen Circle Acquisition Corp. I 2929 Arch Street, Suite 1703 Philadelphia, PA 19104 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (“Cantor”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (“Units”) (including up to 3,000,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • October 15th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 10th day of October 2024, by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
Cohen Circle Acquisition Corp. I 11,000,000 Units Underwriting AgreementUnderwriting Agreement • May 23rd, 2023 • Cohen Circle Acquisition Corp. I • Blank checks
Cohen Circle Acquisition Corp. I (formerly known as FTAC Artemis Acquisition Corp.), a Cayman Islands exempted company (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) an aggregate of 11,000,000 units (the “Firm Units”) of the Company. To the extent there are no additional Underwriters listed on Schedule I other than the Representative, the term Representative as used in this Agreement shall mean the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. At the election of the Underwriters, the Company will also sell up to 1,650,000 additional units to cover over-allotments, if any (the “Optional Units,” the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 of this Agreement being collectively called the “Units”).
FIRST AMENDMENT TO PROMISSORY NOTEPromissory Note • February 4th, 2022 • FTAC Artemis Acquisition Corp. • Blank checks
THIS FIRST AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of the 14th day of January, 2022 and is made by and between FTAC Artemis Acquisition Corp. (the “Maker”) and FTAC Artemis Sponsor, LLC (the “Payee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 23rd, 2023 • Cohen Circle Acquisition Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2023, by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Subscriber”), having its principal place of business at 3 Columbus Circle, New York, New York 10019.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 23rd, 2023 • Cohen Circle Acquisition Corp. I • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2023 by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
UNIT SUBSCRIPTION AGREEMENTUnit Subscription Agreement • May 23rd, 2023 • Cohen Circle Acquisition Corp. I • Blank checks • New York
This UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2023, by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cohen Circle Sponsor I, LLC (“Subscriber”).
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • October 15th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the 10th day of October 2024, by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cohen Circle Sponsor I, LLC (“Subscriber”).
THIRD AMENDMENT TO PROMISSORY NOTEPromissory Note • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks
THIS THIRD AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is dated as of the 1st day of May, 2024 and is made by and between Cohen Circle Acquisition Corp. I (formerly FTAC Artemis Acquisition Corp.) (the “Maker”) and Cohen Circle Sponsor I, LLC (formerly FTAC Artemis Sponsor, LLC) (the “Payee”).
PLACEMENT UNIT SUBSCRIPTION AGREEMENTPlacement Unit Subscription Agreement • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks • New York
This PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2024, by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), having its principal place of business at 2929 Arch Street, Suite 1703, Philadelphia, PA 19104, and Cantor Fitzgerald & Co., a New York general partnership (“Subscriber”), having its principal place of business at 499 Park Avenue, New York, New York 10022.
Cohen Circle Acquisition Corp. I 2929 Arch Street, Suite 1703 Philadelphia, PA 19104Letter Agreement • October 15th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), and Cantor Fitzgerald & Co. (“Cantor”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (“Units”) (including up to 3,000,000 Units that may be purchased to cover over-allotments, if any), each comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and a prospectus (the “Prospectus”) filed by
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 Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the...Letter Agreement • May 23rd, 2023 • Cohen Circle Acquisition Corp. I • Blank checks
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 20th, 2024 • Cohen Circle Acquisition Corp. I • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Cohen Circle Acquisition Corp. I (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [●], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders on behalf of the Company $[●] of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
COHEN CIRCLE ACQUISITION CORP. ICohen Circle Acquisition Corp. I • October 15th, 2024 • Blank checks
This letter agreement by and between Cohen Circle Acquisition Corp. I, a Cayman Islands exempted company (the “Company”) and Cohen Circle Sponsor I, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
