REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 3rd, 2021 • CF Acquisition Corp. VI • 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. VI, a Delaware corporation (the “Company”), CFAC Holdings VI, 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”).
UNDERWRITING AGREEMENT between CF ACQUISITION CORP. VI and CANTOR FITZGERALD & CO. Dated: February 18, 2021Underwriting Agreement • February 24th, 2021 • CF Acquisition Corp. VI • Blank checks • New York
The undersigned, CF Acquisition Corp. VI, 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 24th, 2021 • CF Acquisition Corp. VI • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 18, 2021, is by and between CF Acquisition Corp. VI, 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”).
CF Acquisition Corp. VI New York, NY 10022Letter Agreement • February 24th, 2021 • CF Acquisition Corp. VI • 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. VI, 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 34,500,000 of the Company’s units (including up to 4,500,000 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-fourth 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 registratio
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 24th, 2021 • CF Acquisition Corp. VI • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made and entered into by and among CF Acquisition Corp. VI, a Delaware corporation (the “Company”), CFAC Holdings VI, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 3rd, 2021 • CF Acquisition Corp. VI • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between CF Acquisition Corp. VI, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • February 24th, 2021 • CF Acquisition Corp. VI • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 18th day of February 2021, by and between CF Acquisition Corp. VI, a Delaware corporation (the “Company”), and CFAC Holdings VI, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
INDEMNITY AGREEMENTIndemnity Agreement • February 3rd, 2021 • CF Acquisition Corp. VI • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between CF Acquisition Corp. VI, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 2nd, 2021 • CF Acquisition Corp. VI • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) between CF Acquisition Corp. VI, a Delaware corporation (the “Company”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Target”), pursuant to that certain Business Combination Agreement, dated as of December 1, 2021 (as it may be amended, the “Transaction Agreement”), by and between the Company and Target, the Company is seeking commitments to purchase shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), for a purchase price of $10.00 per share (the “Per Share Purchase Price”), in a private placement to be conducted by the Company (the “Offering”).
ContractExpense Advancement Agreement • February 24th, 2021 • CF Acquisition Corp. VI • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of February 18, 2021, is made and entered into by and among CF Acquisition Corp. VI, a Delaware corporation (the “Company”), and CFAC Holdings VI, LLC (the “Sponsor”).
Cantor Fitzgerald & Co. New York, New York 10022CF Acquisition Corp. VI • February 24th, 2021 • Blank checks • New York
This is to confirm our agreement whereby CF Acquisition Corp. VI, 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. 333-252598) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • New York
In connection with the business combination (the “Transaction”) between CF Acquisition Corp. VI, a Delaware corporation (the “Company”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Target”), pursuant to that certain Business Combination Agreement, dated as of December 1, 2021 (as amended, the “Transaction Agreement”), by and between the Company and Target, the Company desires to issue 105,782,403 shares of the Company’s Class D common stock, par value $0.0001 per share (the “Class D Common Stock”) (such Class D Common Stock having been authorized pursuant to the New SPAC Charter (as defined in the Transaction Agreement)), to Christopher Pavlovski (“Subscriber”) at the Transaction Closing (as defined below) for an aggregate purchase price of $1,000,000 (the “Subscriber Payment”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • February 24th, 2021 • CF Acquisition Corp. VI • Blank checks • New York
This Investment Management Trust Agreement (this "Agreement") is made effective as of February 18, 2021, by and between CF Acquisition Corp. VI, a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
CF Acquisition Corp. VICF Acquisition Corp. VI • February 24th, 2021 • Blank checks • New York
This letter agreement by and between CF Acquisition Corp. VI (the "Company") and CFAC Holdings VI, 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"):
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Ontario
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of November 2022, by and between Rumble Inc., a Delaware corporation (the “Company”), and Brandon Alexandroff (“Executive”).
RESTRICTED CLASS B COMMON SHARE OWNERSHIP AGREEMENTCommon Share Ownership Agreement • March 30th, 2023 • Rumble Inc. • Services-computer programming, data processing, etc. • Ontario
This Restricted Class B Common Share Ownership Agreement (this “Agreement”) is entered into as of November 24, 2021 by and between Rumble Inc. (the “Company”), and Assaf Lev (“Employee”).
RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTRestricted Stock Unit Grant Notice and Agreement • March 30th, 2023 • Rumble Inc. • Services-computer programming, data processing, etc.
Rumble Inc. (the “Company”), pursuant to its 2022 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive one share of Stock, subject to adjustment as provided in the Plan (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions of this Restricted Stock Unit Grant Notice and Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
AMENDED AND RESTATED BUSINESS COOPERATION AGREEMENTBusiness Cooperation Agreement • May 13th, 2022 • CF Acquisition Corp. VI • Services-computer programming, data processing, etc. • Ontario
This Amended and Restated Business Cooperation Agreement is dated as of January 16, 2022, and effective as of December 31, 2021 (the “Effective Date”) by and between Kosmik Development Skopje doo, a Macedonian foreign-owned corporation with offices located at 23 Oktomvri, 11A Synergy Business Center, Skopje 1000 Macedonia (the “Executor”) and Rumble Inc., a corporation incorporated under the laws of the Province of Ontario with offices located at 218 Adelaide Street West, Suite 400, Toronto, ON M5H 1W7 (the “Customer”).
OPTION GRANT NOTICE AND AGREEMENTOption Grant Notice and Agreement • March 30th, 2023 • Rumble Inc. • Services-computer programming, data processing, etc.
Rumble Inc. (the “Company”), pursuant to its 2022 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Options (the “Options”) set forth below, each Option representing the right to purchase one share of Stock at the applicable Exercise Price (set forth below). The Options are subject to all of the terms and conditions set forth in this Option Grant Notice and Agreement (this “Award Agreement”), as well as all of the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 2nd, 2021 • CF Acquisition Corp. VI • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2021, by and among CFAC Holdings VI, LLC, a Delaware limited liability company (“Sponsor”), CF Acquisition Corp. VI, a Delaware corporation (“SPAC”), and Rumble Inc., an Ontario corporation (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement between SPAC and the Company, dated as of December 1, 2021 (as amended from time to time, the “BCA”).
RUMBLE USA INC.CF Acquisition Corp. VI • June 17th, 2022 • Services-computer programming, data processing, etc. • New York
On behalf of Rumble USA Inc., a Delaware corporation (the “Company”), a wholly-owned subsidiary of Rumble Inc., an Ontario corporation (“Parent” and together with the Company and its other direct and indirect subsidiaries, the “Group”), this letter agreement (this “Agreement”) sets forth the general terms and conditions of your employment.
Company”) Option AgreementRumble Inc. • March 30th, 2023 • Services-computer programming, data processing, etc.
Vesting Schedule: The Option shall vest and become exercisable on [ ] of each of 20[ ], 20[ ] and 20[ ], in each case, subject to Optionee’s continuous employment with the Company or any of its affiliates through the applicable vesting date. Notwithstanding the foregoing, in the event that Optionee’s employment is terminated by the Company (or its applicable affiliate) without Cause and other than on account of death or disability and subject to Optionee’s timely execution of a Release (as defined in the Employment Agreement), one hundred percent (100%) of the Option shall fully vest and become exercisable as of the date of such termination.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • December 2nd, 2021 • CF Acquisition Corp. VI • Blank checks • New York
This Share Repurchase Agreement (this “Agreement”) is made and entered into effective as of December 1, 2021. Capitalized terms used but not defined herein have the meanings ascribed thereto in the BCA (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • November 21st, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Delaware
This EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 16th day of November 2022, by and between Rumble Inc., a Delaware corporation (the “Company”), and Michael Ellis (“Executive”).
SHAREHOLDER SUPPORT AGREEMENT by and among CF ACQUISITION CORP. VI, RUMBLE INC. and certain SHAREHOLDERS OF RUMBLE INC. Dated as of December 1, 2021 SHAREHOLDER SUPPORT AGREEMENTShareholder Support Agreement • December 2nd, 2021 • CF Acquisition Corp. VI • Blank checks
This SHAREHOLDER SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2021 by and among the persons identified on Schedule I hereto (each, a “Shareholder” and collectively the “Shareholders”), CF Acquisition Corp. VI, a Delaware corporation (“SPAC”), and Rumble Inc., an Ontario corporation (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement between SPAC and the Company, dated as of December 1, 2021 (as amended from time to time, the “BCA”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • December 2nd, 2021 • CF Acquisition Corp. VI • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of December 1, 2021 by and among (i) Rumble Inc., an Ontario corporation (the “Company”), (ii) CF Acquisition Corp. VI, 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 BCA (as defined below).
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Ontario
NOW THEREFORE, in consideration of the terms of the Business Combination Agreement, the recognition of the past service of Executive and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereto agree as follows:
PLAN OF ARRANGEMENT UNDER THE PROVISIONS OF SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)Exchange Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2022 between Rumble Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
EXCHANGE AND SUPPORT AGREEMENTExchange and Support Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Ontario
THIS EXCHANGE AND SUPPORT AGREEMENT made as of the 16th day of September, 2022, among Rumble Inc. (formerly CF Acquisition Corp. VI), a corporation existing under the laws of Delaware (“SPAC”), 1000045728 Ontario Inc., a corporation incorporated under the laws of Ontario (“ExchangeCo”), 1000045707 Ontario Inc., a corporation incorporated under the laws of Ontario (“Callco”), and the persons who hold Exchangeable Shares of ExchangeCo and are bound by this agreement (the “Beneficiaries”).
RUMBLE INC. Option AgreementOption Agreement • March 30th, 2023 • Rumble Inc. • Services-computer programming, data processing, etc.
WHEREAS Rumble Inc. (the “Company”) previously granted certain stock option(s) to the undersigned Optionee (the “Optionee”) and the Company and the Optionee have agreed, based upon mutual consideration the receipt and sufficiency of which is hereby acknowledged, that the within Option Agreement will replace and supersede all such previous stock options granted by the Company to the Optionee;
RUMBLE INC.CF Acquisition Corp. VI • June 17th, 2022 • Services-computer programming, data processing, etc. • Ontario
On behalf of Rumble Inc., an Ontario corporation (the “Company”), this letter agreement (this “Agreement”) sets forth the general terms and conditions of your employment.
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc.
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made effective as of September 16, 2022, by and among Rumble Inc. (f/k/a CF Acquisition Corp. VI), a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Successor Warrant Agent”) and Continental Stock Transfer & Trust Company, a New York corporation (“Existing Warrant Agent”). Successor Warrant Agent, Existing Warrant Agent and the Company are collectively referred to as the “Parties” and individually as a “Party”.
Company”) Option AgreementRumble Inc. • March 30th, 2023 • Services-computer programming, data processing, etc.
Vesting Schedule: Subject to the Optionee’s continued employment with the Company through the earlier of (i) the date on which equity securities of the Company or any of its affiliates (including an acquirer of the Company by way of an acquisition by a special purpose acquisition company) are publicly-traded on a Canadian or U.S. securities exchange, (ii) the date on which a Liquidity Event (as defined in the Plan) is completed, and (iii) 365 days after the Date of Grant (each, an “Option Vesting Date”), one hundred percent (100%) of the Options shall vest and become exercisable on the earliest Option Vesting Date. In the event the Optionee’s employment with the Company ends (whether lawfully, unlawfully, with or without just cause/willful misconduct, or in breach of contract), the Options shall only vest and become exercisable on the earliest Option Vesting Date if the Option Vesting Date occurs on or before the Termination Date (as defined in the Employment Agreement, which is define
RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTRestricted Stock Unit Grant Notice and Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc.
Rumble Inc. (the “Company”), pursuant to its 2022 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive one share of Stock, subject to adjustment as provided in the Plan (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions of this Restricted Stock Unit Grant Notice and Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
