0001185185-26-002369 Sample Contracts

FORM OF WARRANT AGREEMENT
Warrant Agreement • June 8th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of ____, 2026, is by and between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).

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SHARE RIGHTS AGREEMENT
Share Rights Agreement • June 8th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York

This Share Rights Agreement (this “Agreement”) is made as of [ ], 2026 between SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation, as rights agent (in such capacity, the “Share Rights Agent”).

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SPACCIRCLE ACQUISITION CORP. Sacramento, California 95826
Securities Subscription Agreement • June 8th, 2026 • SPACCircle Acquisition Corp. • Blank checks • New York

SPACCircle Acquisition Corp., a Cayman Islands exempted company (the “Company”), is pleased to accept the offer SPACCircle Sponsor LLC, a Delaware limited liability company, (the “Subscriber” or “you”) has made to subscribe for 5,750,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Ordinary Shares”), up to 750,000 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”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Ordinary Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Ordinary Shares”). Pursuant to the Company’s memorandum and articles of association (as may be amended, the “Articles”), unless otherwise provided in the definitive agreement for the Company’s initi

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