Twenty One Assets, LLC Sample Contracts
SALE AND PURCHASE AGREEMENTSale and Purchase Agreement • October 17th, 2025 • Twenty One Assets, LLC • Finance services • New York
This Sale and Purchase Agreement (this “Agreement”) is entered into on October 16, 2025 by and among Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (“Seller”), and Cantor EP Holdings LLC, a Delaware limited liability company (“Purchaser”). Each of Purchaser and Seller are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”. Capitalized terms used but not defined herein shall have the meanings given to such terms in the BCA (as defined below).
GOVERNANCE AGREEMENTGovernance Agreement • October 17th, 2025 • Twenty One Assets, LLC • Finance services • Texas
This Governance Agreement (this “Agreement”) is entered into as of [●], 2025, by and among Twenty One Capital, Inc., a Texas corporation (“Pubco”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (together with its Affiliates, “Tether”), iFinex, Inc., a British Virgin Islands company (together with its Affiliates, “Bitfinex”), and Stellar Beacon LLC, a Delaware limited liability company (together with its Affiliates, “SoftBank” and, together with Tether and Bitfinex, the “Significant Shareholders”). Pubco, Tether, Bitfinex and SoftBank are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.
TWENTY ONE CAPITAL, INC. AND U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee, AND ANCHORAGE DIGITAL BANK, N.A., as Collateral Agent INDENTURE Dated as of [●], 2025 1.00% Convertible Senior Notes due 2030Indenture • September 15th, 2025 • Twenty One Assets, LLC • Finance services • New York
INDENTURE dated as of [●], 2025 between Twenty One Capital, Inc., a Texas corporation, as issuer (the “Company,” as more fully set forth in Section 1.01) and U.S. Bank Trust Company, National Association, a national banking association, as trustee (the “Trustee,” as more fully defined in Section 1.01), and Anchorage Digital Bank, N.A., as collateral agent (the “Collateral Agent,” as more fully defined in Section 1.01).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • October 17th, 2025 • Twenty One Assets, LLC • Finance services
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of [__], 2025, by and among (i) Cantor Equity Partners, Inc., a Cayman Islands exempted company (the “Company”), (ii) Cantor EP Holdings, LLC, a Delaware limited liability company (the “Sponsor”) and (iii) Twenty One Capital, Inc., a Texas corporation (“Pubco”), and amends that certain letter agreement, dated as of August 12, 2024, by and among the Company, the Sponsor and the other parties thereto (the “Original Agreement” and, as amended by this Amendment, the “Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Original Agreement and, if such term is not defined in the Original Agreement, then in the Business Combination Agreement (as defined below).
GOVERNANCE AGREEMENTGovernance Agreement • September 15th, 2025 • Twenty One Assets, LLC • Finance services • Texas
This Governance Agreement (this “Agreement”) is entered into as of [●], 2025, by and among Twenty One Capital, Inc., a Texas corporation (“Pubco”), Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable (together with its Affiliates, “Tether”), iFinex, Inc., a British Virgin Islands company (together with its Affiliates, “Bitfinex”), and Stellar Beacon LLC, a Delaware limited liability company (together with its Affiliates, “SoftBank” and, together with Tether and Bitfinex, the “Significant Shareholders”). Pubco, Tether, Bitfinex and SoftBank are sometimes referred to herein individually as a “Party” and, collectively, as the “Parties”.