UNDERWRITING AGREEMENT between CANTOR EQUITY PARTNERS I, INC. and CANTOR FITZGERALD & CO. Dated: ______________, 2024Underwriting Agreement • November 1st, 2024 • Cantor Equity Partners I, Inc. • Blank checks • New York
The undersigned, Cantor Equity Partners I, Inc., a Cayman Islands exempted company (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:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 1st, 2024 • Cantor Equity Partners I, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2024, is made and entered into by and among Cantor Equity Partners I, Inc., a Cayman Islands exempted company (the “Company”), Cantor EP Holdings I, 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”).
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • November 1st, 2024 • Cantor Equity Partners I, Inc. • Blank checks • New York
NOW, THEREFORE, in consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:
CF International Acquisition Corp. II New York, NY 10022Cantor Equity Partners I, Inc. • November 1st, 2024 • Blank checks • Delaware
CF International Acquisition Corp. II, a Cayman Islands exempted company (the “Company”), is pleased to accept the offer CFAC International Holdings II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to subscribe for 14,375,000 Class B ordinary shares of the Company (the “Shares”), $0.0001 par value per share (the “Class B Shares”), up to 1,875,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) of units (“Units”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Ordinary Shares” are to, collectively, the Class B Shares and the Company’s Class A ordinary shares, $0.0001 par value per share (the “Class A Shares”). Pursuant to the Company’s memorandum and articles of association, as amended to the date hereof (the “Articles”), unless otherwise provided in the definitive agreement for the Compa
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • November 1st, 2024 • Cantor Equity Partners I, Inc. • Blank checks • New York
This PRIVATE PLACEMENT SHARES PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2024, by and between Cantor Equity Partners I, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings I, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
Cantor Equity Partners I, Inc. New York, NY 10022Letter Agreement • November 1st, 2024 • Cantor Equity Partners I, Inc. • 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 between Cantor Equity Partners I, Inc., a Cayman Islands exempted company (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 up to 20,000,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”). The Class A Ordinary Shares will be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and the Company has applied to have the Class A Ordinary Shares listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in
ContractExpense Advance Agreement • November 1st, 2024 • Cantor Equity Partners I, Inc. • Blank checks • New York
THIS EXPENSE ADVANCE AGREEMENT (this “Agreement”), dated as of [ ], 2024, is made and entered into by and between Cantor Equity Partners I, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings I, LLC, a Delaware limited liability company (the “Sponsor”).
Cantor Equity Partners I, Inc.Cantor Equity Partners I, Inc. • November 1st, 2024 • Blank checks
This letter agreement by and between Cantor Equity Partners I, Inc. (the “Company”) and Cantor EP Holdings I, 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 Global 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”):
Cantor Fitzgerald & Co. New York, New York 10022Cantor Equity Partners I, Inc. • November 1st, 2024 • Blank checks • New York
This is to confirm our agreement whereby Cantor Equity Partners I, Inc., a Cayman Islands exempted company (the “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-______) filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (the “IPO”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 1st, 2024 • Cantor Equity Partners I, Inc. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2024, by and between Cantor Equity Partners I, Inc., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
