UNDERWRITING AGREEMENT between CANTOR EQUITY PARTNERS, INC. and CANTOR FITZGERALD & CO. Dated: ________, 2024Underwriting Agreement • July 26th, 2024 • Cantor Equity Partners, Inc. • Blank checks • New York
The undersigned, Cantor Equity Partners, 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 • July 26th, 2024 • Cantor Equity Partners, 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, Inc., a Cayman Islands exempted company (the “Company”), Cantor EP Holdings, 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”).
Cantor Equity Partners, Inc. New York, NY 10022Letter Agreement • July 26th, 2024 • Cantor Equity Partners, 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, 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 11,500,000 of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”) (including up to 1,500,000 Class A Ordinary Shares that may be purchased to cover over-allotments, if any). 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
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • July 26th, 2024 • Cantor Equity Partners, 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:
Cantor Fitzgerald & Co. New York, New York 10022Cantor Equity Partners, Inc. • July 26th, 2024 • Blank checks • New York
This is to confirm our agreement whereby Cantor Equity Partners, 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. 333-280230) filed with the Securities and Exchange Commission (the “Registration Statement”) in connection with its initial public offering (the “IPO”).
ContractExpense Advance Agreement • July 26th, 2024 • Cantor Equity Partners, Inc. • Blank checks
THIS EXPENSE ADVANCE AGREEMENT (this “Agreement”), dated as of [ ], 2024, is made and entered into by and between Cantor Equity Partners, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings, LLC, a Delaware limited liability company (the “Sponsor”).
Cantor Equity Partners, Inc.Cantor Equity Partners, Inc. • July 26th, 2024 • Blank checks
This letter agreement by and between Cantor Equity Partners, Inc. (the “Company”) and Cantor EP Holdings, 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”):
PRIVATE PLACEMENT SHARES PURCHASE AGREEMENTPrivate Placement Shares Purchase Agreement • July 26th, 2024 • Cantor Equity Partners, 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, Inc., a Cayman Islands exempted company (the “Company”), and Cantor EP Holdings, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 26th, 2024 • Cantor Equity Partners, Inc. • Blank checks
Pursuant to Section 1(k) of the Investment Management Trust Agreement between Cantor Equity Partners, Inc. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [ ], 2024 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Shareholders of the Company $ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
