0001104659-26-075825 Sample Contracts
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of June 15, 2026, is made and entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”), and the undersigned parties listed under Holder on the signature pages hereto (together with 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”).
UNDERWRITING AGREEMENT between YORKVILLE INTERNATIONAL CAPITAL CORP. and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC as Representative of the Underwriters Dated: June 15, 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks • New York
The undersigned, Yorkville International Capital Corp, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (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,” provided that, if only the Representative is listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representative) as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of June 15, 2026 by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks • New York
This PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of June 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Subscriber”).
WARRANT AGREEMENTWarrant Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 15, 2026, is by and between Yorkville International Capital Corp., 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,” and also referred to herein as the “Transfer Agent”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of June 15, 2026, by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of June 15, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”), and Yorkville International Capital Sponsor, LLC, a Florida limited liability company (the “Purchaser”).
June 15, 2026 Yorkville International Capital Corp. Mountainside, New Jersey 07092Underwriting Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Yorkville International Capital Corp., a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, as representative (the “Representative”) of the underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 23,000,000 of the Company’s units (including up to 3,000,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each unit comprised of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall
YORKVILLE INTERNATIONAL CAPITAL CORP.Administrative Services Agreement • June 18th, 2026 • Yorkville International Capital Corp. • Blank checks
This letter agreement by and between Yorkville International Capital Corp. (the “Company”) and Yorkville International Capital Sponsor, LLC (the “Services Provider” or “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 Stock Market LLC (the “Listing Date”), pursuant to a Registration Statement on Form S-1, as amended, 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):