0001213900-25-109131 Sample Contracts
UNDERWRITING AGREEMENT between TWELVE SEAS INVESTMENT COMPANY III and COHEN AND COMPANY CAPITAL MARKETS, A DIVISION OF Cohen & Company Securities, LLC Dated: [●], 2025 TWELVE SEAS INVESTMENT COMPANY III UNDERWRITING AGREEMENTUnderwriting Agreement • November 12th, 2025 • Twelve Seas Investment Co III/Cayman • Blank checks • New York
The undersigned, Twelve Seas Investment Company III, a Cayman Islands exempted company (the “Company”), hereby confirms its agreement with Cohen and Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM,” or 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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 12th, 2025 • Twelve Seas Investment Co III/Cayman • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of _____, 2025, is made and entered into by and among Twelve Seas Investment Company III, a Cayman Islands exempted company (the “Company”), Twelve Seas Sponsor LLC, a Delaware limited liability company (the “Sponsor”), Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”) (the Sponsor and the Representatives 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”).
SHARE RIGHTS AGREEMENTShare Rights Agreement • November 12th, 2025 • Twelve Seas Investment Co III/Cayman • Blank checks • New York
This Share Rights Agreement (this “Agreement”) is made as of [ ], 2025 between Twelve Seas Investment Company III, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as rights agent (in such capacity, the “Share Rights Agent”).