Twenty One Capital, Inc. Sample Contracts
EMPLOYMENT AGREEMENTEmployment Agreement • December 12th, 2025 • Twenty One Capital, Inc. • Finance services • Illinois
This Employment Agreement (this “Agreement”) is made and entered into as of December 8, 2025 (the “Effective Date”), by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Jack Mallers (“Executive” and, together with the Company, the “Parties”).
EMPLOYMENT AGREEMENTEmployment Agreement • July 21st, 2026 • Twenty One Capital, Inc. • Finance services • Texas
This Employment Agreement (this “Agreement”) is made and entered into as of July 20, 2026 (the “Effective Date”), by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Raphael Zagury (“Executive” and, together with the Company, the “Parties”).
GOVERNANCE AGREEMENTGovernance Agreement • December 12th, 2025 • Twenty One Capital, Inc. • Finance services • Texas
This Governance Agreement (this “Agreement”) is entered into as of December 8, 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”.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • December 11th, 2025 • Twenty One Capital, Inc. • Finance services
This AMENDMENT TO LETTER AGREEMENT (this “Amendment”) is made and entered into as of December 5, 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).
BYLAWS OF TWENTY ONE CAPITAL, INC.Bylaws • December 12th, 2025 • Twenty One Capital, Inc. • Finance services
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 12th, 2025 • Twenty One Capital, Inc. • Finance services • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 8, 2025, is made and entered into by and among Twenty One Capital, Inc., a Texas corporation (“Pubco”), Cantor Equity Partners, Inc., a Cayman Islands exempted company (“SPAC”), Cantor EP Holdings, LLC, a Delaware limited liability company (the “Sponsor”), each of the undersigned holders listed on the signature pages hereto under the heading “Specified Holders” (such persons, the “Specified Holders”), each of the undersigned holders listed on the signature pages hereto under the heading “Other Holders” (and together with the Specified Holders, their Permitted Transferees holding Registrable Securities, the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, each a “Holder” and collectively the “Holders”). Capitalized terms used and not otherwise defined herein shall have the same meanings set forth in the Business Combi
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 12th, 2025 • Twenty One Capital, Inc. • Finance services • Texas
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made and effective as of December, 2025 (the “Effective Date”), by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and [●] (“Indemnitee”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 8th, 2026 • Twenty One Capital, Inc. • Finance services • Texas
This Independent Director Agreement (this “Agreement”) is made and entered into as of June 5, 2026, by and between Twenty One Capital, Inc. (the “Company”), a Texas corporation, and Paul S. Lalljie (the “Director”).
Dated as of December 8, 2025 Twenty One Capital, Inc., as Grantor, Anchorage Digital Bank, N.A., as Securities Intermediary and Anchorage Digital Bank, N.A., as Collateral Agent SECURITIES ACCOUNTS CONTROL AND SECURITY AGREEMENTSecurities Accounts Control and Security Agreement • December 12th, 2025 • Twenty One Capital, Inc. • Finance services • New York
WHEREAS, on or about the date hereof, (a) Grantor, (b) Cantor Equity Partners, Inc., a Cayman Islands exempted company (“SPAC”), (c) Twenty One Merger Sub D, a Cayman Islands exempted company and a wholly-owned subsidiary of Grantor, (d) Twenty One Assets LLC, a Delaware limited liability company (the “Company”), (e) Tether Investments, S.A. de C.V., an El Salvador sociedad anónima de capital variable, (f) iFinex, Inc., a British Virgin Islands company, and, (g) with respect to certain sections specified therein, Stellar Beacon LLC, a Delaware limited liability company, entered into a business combination agreement (as amended, modified, supplemented or waived from time to time, the “BCA”);
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 December 8, 2025 1.00% Convertible Senior Notes due 2030Indenture • December 12th, 2025 • Twenty One Capital, Inc. • Finance services • New York
INDENTURE dated as of December 8, 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).
SECURITIES EXCHANGE AGREEMENTSecurities Exchange Agreement • December 12th, 2025 • Twenty One Capital, Inc. • Finance services • New York
This SECURITIES EXCHANGE AGREEMENT, dated as of December 8, 2025 (this “Agreement”), is by and between Twenty One Capital, Inc., a Texas corporation (“Pubco”), and Cantor EP Holdings, LLC, a Delaware limited liability company (“Sponsor”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the BCA (as defined herein).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • July 21st, 2026 • Twenty One Capital, Inc. • Finance services • Illinois
THIS SEPARATION AGREEMENT AND RELEASE (this “Agreement”) is entered into by and between Twenty One Capital, Inc., a Texas corporation (the “Company”), and Jack Mallers (the “Executive”), dated July 20, 2026. The Company and the Executive may be referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the respective meanings ascribed to those terms in the Employment Agreement (as defined below).
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 December 8, 2025 1.00% Convertible Senior Notes due 2030Indenture • January 5th, 2026 • Twenty One Capital, Inc. • Finance services • New York
INDENTURE dated as of December 8, 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).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • September 9th, 2026 • Twenty One Capital, Inc. • Finance services • Texas
This Independent Director Agreement (this “Agreement”) is made and entered into as of September 8, 2026, by and between Twenty One Capital, Inc. (the “Company”), a Texas corporation, and David J. Goldschmidt (the “Director”).
INDEPENDENT DIRECTOR AGREEMENTIndependent Director Agreement • June 30th, 2026 • Twenty One Capital, Inc. • Finance services • Texas
This Independent Director Agreement (this “Agreement”) is made and entered into as of June 30, 2026, by and between Twenty One Capital, Inc. (the “Company”), a Texas corporation, and Karl E. Olsoni (the “Director”).
SERVICES AGREEMENTServices Agreement • December 12th, 2025 • Twenty One Capital, Inc. • Finance services • Delaware
This Services Agreement (“Agreement”) is made and entered into as of December 8, 2025, between (i) Tether Investments S.A. de C.V., a corporation (Sociedad Anónima de Capital Variable) organized and existing under the laws of El Salvador (“Tether”) and (ii) Twenty One Capital, Inc., a Texas corporation (“Pubco”). Tether and Pubco are sometimes referred to in this Agreement collectively as the “Parties” and each individually as a “Party.”