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).
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”).
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).
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.”
