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”).
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__.
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).
