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”).
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:
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: 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:
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.
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”).
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
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”):
