{"url_path":"/sec/brr/10-q/2026/item-6","section_key":"item-6","section_title":"Item 6 Exhibits.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2076163/0001493152-26-023070-index.html","accession_number":"0001493152-26-023070","cik":"0002076163","ticker":"BRR","issuer_name":"ProCap Financial, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2076163/0001493152-26-023070-index.html","primary_entity_key":"0002076163","primary_entity_name":"ProCap Financial, Inc."},"word_count":877,"has_tables":true,"body_markdown":"** **\n\n**Item\n6. Exhibits.**\n\n \n\nThe\nfollowing exhibits are filed as part of, or incorporated by reference into, this Quarterly Report.\n\n \n\n2.1†\n \n[Business Combination Agreement, dated as of June 23, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on June 27, 2025).](https://www.sec.gov/Archives/edgar/data/2056263/000121390025059039/ea024706401ex2-1_columbus1.htm)\n\n2.2\n \n[First Amendment to the Business Combination Agreement, dated as of July 28, 2025, by and among CCCM, the Company, ProCap, SPAC Merger Sub, Company Merger Sub and Professional Capital Management (incorporated by reference to Exhibit 2.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on July 28, 2025).](https://www.sec.gov/Archives/edgar/data/2056263/000121390025068239/ea025038301ex2-1_columbus1.htm)\n\n2.3†**\n \n[Agreement\nand Plan of Merger, dated as of February 9, 2026, by and among the Company, Silvia Merger Sub, Inc., CFO Silvia, Inc, Inflection\nPoints Inc, Shain Noor, and Shain Noor as Stockholder Representative (incorporated by reference to Exhibit 2.1 to the Company’s\nCurrent Report on Form 8-K, filed with the SEC on February 9, 2026).](https://www.sec.gov/Archives/edgar/data/2076163/000149315226005670/ex2-1.htm)\n\n3.1\n \n[Amended\nand Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current\nReport on Form 8-K, filed with the SEC on December 11, 2025).](https://www.sec.gov/Archives/edgar/data/2076163/000121390025120791/ea026875701ex3-1_procap.htm)\n\n3.2\n \n[Amended\nand Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K,\nfiled with the SEC on December 11, 2025).](https://www.sec.gov/Archives/edgar/data/2076163/000121390025120791/ea026875701ex3-2_procap.htm)\n\n4.1\n \n[Warrant Agreement, dated May 15, 2025, by and between CCCM and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to CCCM’s Current Report on Form 8-K, filed with the SEC on May 20, 2025).](https://www.sec.gov/Archives/edgar/data/2056263/000121390025046062/ea024279801ex4-1_columbus1.htm)\n\n4.2\n \n[Warrant\nAssignment, Assumption and Amendment Agreement, dated December 5, 2025, by and among Continental Stock Transfer & Trust Company,\nas Public Warrant Agent, CCCM and the Company (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on\nForm 8-K, filed with the SEC on December 11, 2025).](https://www.sec.gov/Archives/edgar/data/2076163/000121390025120791/ea026875701ex4-2_procap.htm)\n\n4.3\n \n[Indenture, dated as of December 5, 2025, by and among ProCap, the Guarantors listed therein and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.5 to the Company’s Annual Report on Form 10-K, filed with the SEC on February 18, 2026).](https://www.sec.gov/Archives/edgar/data/2076163/000149315226007352/ex4-5.htm)\n\n10.1\n \n[Form\nof Registration Rights Agreement, by and among the Company and the Holders (incorporated by reference to Exhibit 10.1 to the Company’s\nCurrent Report on Form 8-K, filed with the SEC on February 9, 2026).](https://www.sec.gov/Archives/edgar/data/2076163/000149315226005670/ex10-1.htm)\n\n10.2**\n \n[Form\nof Lock-Up Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the\nSEC on February 9, 2026).](https://www.sec.gov/Archives/edgar/data/2076163/000149315226005670/ex10-2.htm)\n\n10.3\n \n[Form\nof SAFE Termination Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed\nwith the SEC on February 9, 2026).](https://www.sec.gov/Archives/edgar/data/2076163/000149315226005670/ex10-3.htm)\n\n10.4†**\n \n[Form\nof Notes Repurchase Agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed\nwith the SEC on February 9, 2026).](https://www.sec.gov/Archives/edgar/data/2076163/000149315226005670/ex10-4.htm)\n\n10.5+\n \n[Form\nof Employment Agreement, by and among the Company and Shain Noor (incorporated by reference to Exhibit 10.5 to the Company’s\nCurrent Report on Form 8-K, filed with the SEC on February 9, 2026).](https://www.sec.gov/Archives/edgar/data/2076163/000149315226005670/ex10-5.htm)\n\n10.6+**\n \n[Form\nof Non-Competition and Non-Solicitation Agreement, by and between the Company and Shain Noor (incorporated by reference to Exhibit\n10.6 to the Company’s Current Report on Form 8-K, filed with the SEC on February 9, 2026).](https://www.sec.gov/Archives/edgar/data/2076163/000149315226005670/ex10-6.htm)\n\n31.1*\n \n[Certification\nof Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant\nto Section 302 of the Sarbanes-Oxley Act of 2002.](ex31-1.htm)\n\n31.2*\n \n[Certification\nof Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant\nto Section 302 of the Sarbanes-Oxley Act of 2002.](ex31-2.htm)\n\n32.1*\n \n[Certification\nof Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of\n2002.](ex32-1.htm)\n\n32.2*\n \n[Certification\nof Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of\n2002.](ex32-2.htm)\n\n101.INS\n \nInline XBRL Instance Document.\n\n101.SCH\n \nInline XBRL Taxonomy Extension Schema Document.\n\n101.CAL\n \nInline XBRL Taxonomy Extension Calculation Linkbase Document.\n\n101.DEF\n \nInline XBRL Taxonomy Extension Definition Linkbase Document.\n\n101.LAB\n \nInline XBRL Taxonomy Extension Label Linkbase Document.\n\n101.PRE\n \nInline XBRL Taxonomy Extension\nPresentation Linkbase Document.\n\n104\n \nCover Page Interactive Data File (embedded within the Inline XBRL document and included in Exhibit 101).\n\n \n\n† Schedules and exhibits to this Exhibit omitted\npursuant to Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to\nthe SEC upon request.\n\n \n\n+ Indicates management contract or compensatory plan.\n\n \n\n* Filed herewith\n\n \n\n**Indicates certain portions of this document that\nconstitute confidential information have been redacted in accordance with Regulation S-K, Item 601(b)(2) or (10).\n\n \n\n32\n\n \n\n \n\n**SIGNATURES**\n\n \n\nPursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned thereunto duly authorized.\n\n \n\n \n**PROCAP\nFINANCIAL, INC.**\n\n \n \n \n\nDated:\nMay 14, 2026\nBy:\n*/s/\nAnthony Pompliano*\n\n \nName: \nAnthony\nPompliano\n\n \nTitle:\nChief\nExecutive Officer\n\n \n \n*(Principal\nExecutive Officer)*\n\n \n \n \n\nDated:\nMay 14, 2026\nBy:\n*/s/\nRenae Cormier*\n\n \nName:\nRenae\nCormier\n\n \nTitle:\nChief\nFinancial Officer and Treasurer\n\n \n \n*(Principal\nFinancial and Accounting Officer)*\n\n* *\n\n**\n\n33\n\n* *"}