UNDERWRITING AGREEMENT between CF ACQUISITION CORP. V and CANTOR FITZGERALD & CO. Dated: January 28, 2021Underwriting Agreement • February 3rd, 2021 • CF Acquisition Corp. V • Blank checks • New York
The undersigned, CF Acquisition Corp. V, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor” 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”) as follows:
WARRANT AGREEMENTWarrant Agreement • February 3rd, 2021 • CF Acquisition Corp. V • Blank checks • New York
THIS WARRANT AGREEMENT (this "Agreement"), dated as of January 28, 2021, is by and between CF Acquisition Corp. V, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the "Warrant Agent", also referred to herein, in its capacity as the Company's transfer agent, as the "Transfer Agent").
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 20th, 2021 • CF Acquisition Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among CF Acquisition Corp. V, a Delaware corporation (the “Company”), CFAC Holdings V, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned individuals (together with the Sponsor 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”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 3rd, 2021 • CF Acquisition Corp. V • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this "Agreement") is made as of the 28th day of January 2021, by and between CF Acquisition Corp. V, a Delaware corporation (the "Company"), and CFAC Holdings V, LLC, a Delaware limited liability company (the "Subscriber"), with a principal place of business at 110 East 59th Street, New York, NY 10022.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2021 • CF Acquisition Corp. V • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of January 28, 2021, is made and entered into by and among CF Acquisition Corp. V, a Delaware corporation (the "Company"), CFAC Holdings V, LLC, a Delaware limited liability company (the "Sponsor") and each of the undersigned individuals (together with the Sponsor 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").
INDEMNITY AGREEMENTIndemnity Agreement • January 20th, 2021 • CF Acquisition Corp. V • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between CF Acquisition Corp. V, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
ContractExpense Advancement Agreement • January 20th, 2021 • CF Acquisition Corp. V • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among CF Acquisition Corp. V, a Delaware corporation (the “Company”), and CFAC Holdings V, LLC (the “Sponsor”).
Cantor Fitzgerald & Co.CF Acquisition Corp. V • January 20th, 2021 • Blank checks • New York
This is to confirm our agreement whereby CF Acquisition Corp. V, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other 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. 333-251971) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
CF Acquisition Corp. V New York, NY 10022Letter Agreement • January 20th, 2021 • CF Acquisition Corp. V • 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 CF Acquisition Corp. V, a Delaware corporation (the "Company"), and Cantor Fitzgerald & Co. as representative (the "Representative") of the several underwriters (each, an "Underwriter" and collectively, the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering"), of 28,750,000 of the Company's units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one-third of one redeemable warrant. Each whole Warrant (each, a "Warrant") entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2021 • CF Acquisition Corp. V • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of January 28, 2021, by and between CF Acquisition Corp. V, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
Cantor Fitzgerald & Co. New York, New York 10022CF Acquisition Corp. V • February 3rd, 2021 • Blank checks • New York
This is to confirm our agreement whereby CF Acquisition Corp. V, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other 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. 333-251971) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 6th, 2021 • CF Acquisition Corp. V • Blank checks • New York
This Subscription Agreement (this “Subscription Agreement”) is entered into this [●] day of July, 2021, by and among Satellogic Inc., an exempted company limited by shares incorporated under the laws of the British Virgin Islands (the “Issuer”), CF Acquisition Corp. V, a Delaware corporation (the “Company”), and the undersigned (the “Subscriber” or “you”).
CF Acquisition Corp. VCF Acquisition Corp. V • January 20th, 2021 • Blank checks • New York
This letter agreement by and between CF Acquisition Corp. V (the “Company”) and CFAC Holdings V, LLC (the “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 Capital 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AMENDED AND RESTATED FORWARD PURCHASE CONTRACTForward Purchase Contract • July 6th, 2021 • CF Acquisition Corp. V • Blank checks • New York
This Amended and Restated Forward Purchase Contract (this “Agreement”) is entered into as of July 5, 2021, by and between CFAC Holdings V, LLC, a Delaware limited liability company (the “Purchaser”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Island (“PubCo”), and CF Acquisition Corp. V, a Delaware corporation (“SPAC”).
AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 27th, 2021 • CF Acquisition Corp. V • Blank checks
THIS AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made effective as of December 23, 2021 (the “Effective Date”), by and among Columbia River Investment Limited, a British Virgin Islands company (“CRIL”), and Nettar Group Inc., a British Virgin Islands company (“Borrower”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 6th, 2021 • CF Acquisition Corp. V • Blank checks
This SPONSOR SUPPORT AGREEMENT (this“Agreement”) is made and entered into as of July 5, 2021, by and among CFAC Holdings V, LLC, a Delaware limited liability company (“Sponsor”), CF Acquisition Corp. V, a Delaware corporation (“SPAC”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”) and Nettar Group Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among PubCo, SPAC, Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct whol
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • July 6th, 2021 • CF Acquisition Corp. V • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021 by and among (i) Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”), (ii) CF Acquisition Corp. V, a Delaware corporation (“SPAC”) and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement (as defined below).
CF Acquisition Corp. VCF Acquisition Corp. V • February 3rd, 2021 • Blank checks • New York
This letter agreement by and between CF Acquisition Corp. V (the "Company") and CFAC Holdings V, LLC (the "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 Capital 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 or the Company's liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the "Termination Date"):
AGREEMENT AND PLAN OF MERGER* by and among Satellogic Inc.,Agreement and Plan of Merger • July 6th, 2021 • CF Acquisition Corp. V • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of July 5, 2021 (this “Agreement”), is made and entered into by and among (i) Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of the Company (“PubCo”), (ii) CF Acquisition Corp. V, a Delaware corporation (“SPAC”), (iii) Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), (iv) Ganymede Merger Sub 2 Inc., a Delaware corporation and a direct wholly owned subsidiary of PubCo (“Merger Sub 2” and, together with PubCo and Merger Sub 1, each, individually, an “Acquisition Entity” and, collectively, the “Acquisition Entities” ) and (v) Nettar Group Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”).
SERIES X PREFERENCE SHAREHOLDER AGREEMENTSeries X Preference Shareholder Agreement • July 6th, 2021 • CF Acquisition Corp. V • Blank checks
This SERIES X PREFERENCE SHAREHOLDER AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021 by and among the persons identified on Schedule I hereto (each, a “Shareholder” and collectively the “Shareholders”), CF Acquisition Corp. V, a Delaware corporation (“SPAC”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”) and Nettar Group, Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the July ___, 2021 (as amended from time to time, the “Merger Agreement”) by and among PubCo, SPAC, Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), Ganymede Merger Sub 2 Inc.
SHAREHOLDER SUPPORT AGREEMENT by and among CF ACQUISITION CORP. V, SATELLOGIC INC., NETTAR GROUP, INC. and certain SHAREHOLDERS OF NETTAR GROUP, INC. Dated as of July 5, 2021 SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • July 6th, 2021 • CF Acquisition Corp. V • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of July 5, 2021 by and among the persons identified on Schedule I hereto (each, a “Shareholder” and collectively the “Shareholders”), CF Acquisition Corp. V, a Delaware corporation (“SPAC”), Satellogic Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (“PubCo”) and Nettar Group, Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the July 5, 2021 (as amended from time to time, the “Merger Agreement”) by and among PubCo, SPAC, Ganymede Merger Sub 1 Inc., a business company with limited liability incorporated under the laws of the British Virgin Islands and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), Ganymede Merger Sub 2 Inc., a Delaware c
ContractExpense Advancement Agreement • February 3rd, 2021 • CF Acquisition Corp. V • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of January 28, 2021, is made and entered into by and among CF Acquisition Corp. V, a Delaware corporation (the "Company"), and CFAC Holdings V, LLC (the "Sponsor").
CF Acquisition Corp. V New York, NY 10022Letter Agreement • February 3rd, 2021 • CF Acquisition Corp. V • 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 CF Acquisition Corp. V, a Delaware corporation (the "Company"), and Cantor Fitzgerald & Co. as representative (the "Representative") of the several underwriters (each, an "Underwriter" and collectively, the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering"), of 28,750,000 of the Company's units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the "Units"), each comprised of one share of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), and one-third of one redeemable warrant. Each whole Warrant (each, a "Warrant") entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a registration
