0001193125-21-061643 Sample Contracts

WARRANT AGREEMENT
Warrant Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York

THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is by and between CF Acquisition Corp. VII, 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”).

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INDEMNITY AGREEMENT
Indemnity Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • Delaware

THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), CFAC Holdings VII, 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”).

INVESTMENT MANAGEMENT TRUST AGREEMENT
Investment Management Trust Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York

This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).

UNDERWRITING AGREEMENT between CF ACQUISITION CORP. VII and CANTOR FITZGERALD & CO. Dated: ________, 2021
Underwriting Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York

The undersigned, CF Acquisition Corp. VII, 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:

PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT
Private Placement Units Purchase Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York

This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [ ] day of [ ] 2021, by and between CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.

Contract
Expense Advancement Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York

THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [ ], 2021, is made and entered into by and among CF Acquisition Corp. VII, a Delaware corporation (the “Company”), and CFAC Holdings VII, LLC (the “Sponsor”).

CF Acquisition Corp. VII New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen:
Underwriting Agreement • March 1st, 2021 • CF Acquisition Corp. VII • 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. VII, 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 20,125,000 of the Company’s units (including up to 2,625,000 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 registrati

Cantor Fitzgerald & Co.
Advisory Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York
CF Acquisition Corp. VII
Administrative Services Agreement • March 1st, 2021 • CF Acquisition Corp. VII • Blank checks • New York

This letter agreement by and between CF Acquisition Corp. VII (the “Company”) and CFAC Holdings VII, 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”):

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