REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 23rd, 2023 • Cohen Circle Acquisition Corp. I • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of , 2023, 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”), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsors, CCM 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”).
FTAC Artemis Sponsor, LLC November 3, 2021Cohen Circle Acquisition Corp. I • May 23rd, 2023 • 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 • May 23rd, 2023 • 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 [ ], 2023 among the Company, Indemnitee and the other parties thereto pursuant to the Underwriting Agreement between the Company and the Underwriters in connection with the Company’s initial public offering, the Company and Indemnitee do hereby covenant and agree as follows:
WARRANT AGREEMENTWarrant Agreement • May 23rd, 2023 • Cohen Circle Acquisition Corp. I • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2023, 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 (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SECOND AMENDMENT TO PROMISSORY NOTEPromissory Note • May 23rd, 2023 • 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”).
COHEN CIRCLE ACQUISITION CORP. ICohen Circle Acquisition Corp. I • May 23rd, 2023 • Blank checks
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”).
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”).
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
