REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 17th, 2021 • CF Acquisition Corp. VIII • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 11, 2021, is made and entered into by and among CF Acquisition Corp. VIII, a Delaware corporation (the “Company”), CFAC Holdings VIII, 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. VIII and CANTOR FITZGERALD & CO. Dated: March 11, 2021Underwriting Agreement • March 17th, 2021 • CF Acquisition Corp. VIII • Blank checks • New York
The undersigned, CF Acquisition Corp. VIII, 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 • March 17th, 2021 • CF Acquisition Corp. VIII • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 11, 2021, is by and between CF Acquisition Corp. VIII, 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”).
INDEMNITY AGREEMENTIndemnity Agreement • March 1st, 2021 • CF Acquisition Corp. VIII • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between CF Acquisition Corp. VIII, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 17th, 2021 • CF Acquisition Corp. VIII • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 11, 2021, by and between CF Acquisition Corp. VIII, 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 • March 17th, 2021 • CF Acquisition Corp. VIII • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 11th day of March 2021, by and between CF Acquisition Corp. VIII, a Delaware corporation (the “Company”), and CFAC Holdings VIII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
CF Acquisition Corp. VIII New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 5th, 2021 • CF Acquisition Corp. VIII • 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. VIII, 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 23,000,000 of the Company’s units (including up to 3,000,000 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 registrat
ContractExpense Advancement Agreement • March 17th, 2021 • CF Acquisition Corp. VIII • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of March 11, 2021, is made and entered into by and among CF Acquisition Corp. VIII, a Delaware corporation (the “Company”), and CFAC Holdings VIII, LLC (the “Sponsor”).
Cantor Fitzgerald & Co. New York, New York 10022 March 11, 2021CF Acquisition Corp. VIII • March 17th, 2021 • Blank checks • New York
This is to confirm our agreement whereby CF Acquisition Corp. VIII, 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. 333-253308) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
CF Acquisition Corp. VIII New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 17th, 2021 • CF Acquisition Corp. VIII • 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. VIII, 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 25,300,000 of the Company’s units (including up to 3,300,000 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 registrat
CF Acquisition Corp. VIIICF Acquisition Corp. VIII • March 1st, 2021 • Blank checks • New York
This letter agreement by and between CF Acquisition Corp. VIII (the “Company”) and CFAC Holdings VIII, 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 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 5th, 2023 • XBP Europe Holdings, Inc. • Services-business services, nec • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 29, 2023, is made and entered into by and among XBP Europe Holdings, Inc. (formerly known as CF Acquisition Corp. VIII), a Delaware corporation (the “Company”), CFAC Holdings VIII, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Existing Holders on the signature page hereto (each such party, together with the Sponsor, an “Existing Holder” and collectively the “Existing Holders”) and the undersigned parties listed under New Holders on the signature page hereto (each such party, together with any person or entity deemed a “New Holder” who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “New Holder” and collectively the “New Holders”). Capitalized terms used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Merger Agreement (as defined below).
CF Acquisition Corp. VIIICF Acquisition Corp. VIII • March 17th, 2021 • Blank checks • New York
This letter agreement by and between CF Acquisition Corp. VIII (the “Company”) and CFAC Holdings VIII, 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”):
Exela Technologies, INC. AND SUBSIDIARY COMPANIES INTERCOMPANY INCOME TAX ALLOCATION AGREEMENTAllocation Agreement • December 5th, 2023 • XBP Europe Holdings, Inc. • Services-business services, nec • Delaware
This Intercompany Income Tax Allocation Agreement (this “Agreement”) is dated November 29, 2023, by and among Exela Technologies, Inc. (“Exela”), CF Acquisition Corp. VIII (“Acquiror”), and XBP Europe, Inc. (“XBP”).
ULTIMATE PARENT SUPPORT AGREEMENT by and between CF ACQUISITION CORP. VIII, and ETI-XCV HOLDINGS, LLC Dated as of October 9, 2022 ULTIMATE PARENT SUPPORT AGREEMENTUltimate Parent Support Agreement • October 11th, 2022 • CF Acquisition Corp. VIII • Blank checks
This ULTIMATE PARENT SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2022 by and between ETI-XCV Holding, LLC, a Delaware limited liability company (“Ultimate Parent”) whose sole member is Exela Technologies, Inc. (“ETI”), and CF Acquisition Corp. VIII, a Delaware corporation (“Acquiror”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger among Acquiror, Sierra Merger Sub, Inc., a Delaware corporation (“Merger Sub”), BTC International Holdings, Inc., a Delaware corporation (“Parent”) and XBP Europe, Inc., a Delaware corporation (the “Company”), dated as of October 9, 2022 (as amended from time to time, the “Merger Agreement”).
CFAC Holdings VIII, LLC 110 East 59th Street New York, NY 10022CF Acquisition Corp. VIII • August 14th, 2023 • Services-business services, nec
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 9, 2022 by and among CF Acquisition Corp. VIII (“Acquiror”), Sierra Merger Sub, Inc., BTC International Holdings, Inc. (“BTC”) and XBP Europe, Inc. (the “Company”). Any capitalized term used but not defined in this letter agreement will have the meaning ascribed to such term in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER by and among CF ACQUISITION CORP. VIII, Sierra Merger Sub, Inc., BTC International Holdings, Inc., and XBP EUROPE, INC. dated as of October 9, 2022Agreement and Plan of Merger • October 11th, 2022 • CF Acquisition Corp. VIII • Blank checks • Delaware
In Witness Whereof, the Corporation has caused this Second Amended and Restated Certificate of Incorporation to be signed by a duly authorized officer on this ____ day of _________, 202__.
ETI-MNA LLC 300 First Stamford Place, Second Floor West Stamford, CT 06902CF Acquisition Corp. VIII • August 14th, 2023 • Services-business services, nec
Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 9, 2022 by and among CF Acquisition Corp. VIII (“Acquiror”), Sierra Merger Sub, Inc., BTC International Holdings, Inc. (“BTC”) and XBP Europe, Inc. (the “Company”). Any capitalized term used but not defined in this letter agreement will have the meaning ascribed to such term in the Merger Agreement.
WAIVERWaiver • December 5th, 2023 • XBP Europe Holdings, Inc. • Services-business services, nec • Delaware
This WAIVER, dated as of September 28, 2023 (this “Waiver”) is granted by each of (i) XBP Europe, Inc., a Delaware corporation (the “Company”), (ii) BTC International Holdings, Inc. (“Parent”), (iii) CF Acquisition Corp. VIII, a Delaware corporation (“Acquiror”), and (iv) Cantor Fitzgerald & Co., a New York general partnership (“CF&Co.”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement (as defined below), or, if not defined therein, in the Sponsor Support Agreement (as defined below).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • October 11th, 2022 • CF Acquisition Corp. VIII • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2022, by and among CFAC Holdings VIII, LLC, a Delaware limited liability company (“Sponsor”), CF Acquisition Corp. VIII, a Delaware corporation (“Acquiror”), BTC International Holdings, Inc., a Delaware corporation (“Parent”) and XBP Europe, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger among Acquiror, Sierra Merger Sub, Inc., a Delaware corporation, Parent and the Company, dated as of October 9, 2022 (as amended from time to time, the “Merger Agreement”).
LOCK-UP AGREEMENTLock-Up Agreement • October 11th, 2022 • CF Acquisition Corp. VIII • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of October 9, 2022 by and among (i) XBP Europe, Inc., a Delaware corporation (the “Company”), (ii) CF Acquisition Corp. VIII, a Delaware corporation (“Acquiror”) and (iii) BTC International Holdings, Inc., a Delaware corporation (“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).
SERVICES AGREEMENTServices Agreement • December 5th, 2023 • XBP Europe Holdings, Inc. • Services-business services, nec
This SERVICES AGREEMENT (this “Agreement”) is entered into as of November 29, 2023 (the “Effective Date”), by and between XBP Europe, Inc., a Delaware corporation (“Recipient”) and Exela Technologies BPA, LLC, a Delaware limited liability company (“Provider”) whose sole member is Exela Technologies, Inc., a Delaware corporation (“ETI”). Provider and Recipient are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.”
