0001185185-26-002892 Sample Contracts
UNDERWRITING AGREEMENT between COLUMBUS CIRCLE CAPITAL CORP III and COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF COHEN & COMPANY SECURITIES, LLC and CLEAR STREET LLC as Representatives of the Underwriters Dated: July 8, 2026 UNDERWRITING AGREEMENTUnderwriting Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks • New York
The undersigned, Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), and Clear Street LLC (“Clear Street” and collectively with CCM, the “Representatives” and each, a “Representative”), and with the other underwriters named on Schedule A hereto (if any), for which the Representatives are acting as representatives (the Representatives and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only the Representatives are listed on such Schedule A, any references to Underwriters shall refer exclusively to the Representatives) as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 8, 2026, is made and entered into by and among Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), Columbus Circle 3 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen &Company Securities, LLC and Clear Street LLC (each a “Representative” and collectively, the “Representatives”) and the undersigned parties listed on the signature page hereto (each such party, together with the Sponsor, the Representatives 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 8, 2026 by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
July 8, 2026 Columbus Circle Capital Corp III New York NY 10019Underwriting Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • 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 Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Clear Street LLC, as representatives (each a “Representative” and collectively the “Representatives”) 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 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 $1
WARRANT AGREEMENTWarrant Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 8, 2026, is by and between Columbus Circle Capital Corp III, 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 AGREEMENTIndemnity Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 8, 2026, by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), and the undersigned (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks • New York
THIS PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT, dated as of July 8, 2026 (as it may from time to time be amended, this “Agreement”), is entered into by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”), and Columbus Circle 3 Sponsor Corporation LLC, a Delaware limited liability company (the “Purchaser”).
Cohen & Company Capital Markets a division of Cohen & Company Securities, LLC 3 Columbus Circle, 24th Floor New York, NY 10019Advisory Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Columbus Circle Capital Corp III, a Cayman Islands exempted company (“Company”), has requested Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), and Clear Street LLC (“Clear Street” and together with CCM, the “Advisors” and each an “Advisor”), to assist it in connection with the Company’s merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”), as described in the Company’s Registration Statement on Form S-1 (File No. 333-296208) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
COLUMBUS CIRCLE CAPITAL CORP IIIAdministrative Services Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks
This letter agreement by and between Columbus Circle Capital Corp III (the “Company”) and Cohen & Company LLC (the “Services Provider”), 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 and the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • July 10th, 2026 • Columbus Circle Capital Corp III • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 8th day of July, 2026, by and between Columbus Circle Capital Corp III, a Cayman Islands exempted company (the “Company”) and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”) and Clear Street LLC (“Clear Street” each a “Subscriber” and collectively with CCM, the “Subscribers”).