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”).
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.
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”).
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”).
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 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”):
