REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 20th, 2021 • CF Acquisition Corp. VII • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 15, 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), CFAC Holdings VII, 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. VII and CANTOR FITZGERALD & CO. Dated: December 15, 2021Underwriting Agreement • December 20th, 2021 • CF Acquisition Corp. VII • Blank checks • New York
The undersigned, CF Acquisition Corp. VII, 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 • December 20th, 2021 • CF Acquisition Corp. VII • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of December 15, 2021, is by and between CF Acquisition Corp. VII, 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”). The Company, the Warrant Agent and the Transfer Agent shall individually be referred to as a “Party” and collectively as the “Parties”.
INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • December 20th, 2021 • CF Acquisition Corp. VII • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 15th day of December 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
ContractExpense Advancement Agreement • March 1st, 2021 • CF Acquisition Corp. VII • 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. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC (the “Sponsor”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 20th, 2021 • CF Acquisition Corp. VII • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 15, 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Cantor Fitzgerald & Co.CF Acquisition Corp. VII • March 1st, 2021 • Blank checks • New York
CF Acquisition Corp. VII New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • December 20th, 2021 • CF Acquisition Corp. VII • 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. VII, 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 20,125,000 of the Company’s units (including up to 2,625,000 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 registratio
Cantor Fitzgerald & Co. New York, New York 10022 December 15, 2021CF Acquisition Corp. VII • December 20th, 2021 • Blank checks • New York
This is to confirm our agreement whereby CF Acquisition Corp. VII, 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. 333-253307) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
CF Acquisition Corp. VIICF Acquisition Corp. VII • December 20th, 2021 • Blank checks • New York
This letter agreement by and between CF Acquisition Corp. VII (the “Company”) and CFAC Holdings VII, 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”):
ContractExpense Reimbursement Agreement • December 20th, 2021 • CF Acquisition Corp. VII • Blank checks • New York
THIS EXPENSE REIMBURSEMENT AGREEMENT (this “Agreement”), dated as of December 15, 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC (the “Sponsor”).
FIRST AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 19th, 2024 • CF Acquisition Corp. VII • Blank checks • New York
THIS FIRST AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made and entered into as of March 14, 2024, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Agreement (as defined below).
CF Acquisition Corp. VII New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 1st, 2021 • CF Acquisition Corp. VII • 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. VII, 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 20,125,000 of the Company’s units (including up to 2,625,000 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 registrati
