SUBSCRIPTION AGREEMENTSubscription Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • New York
In connection with the business combination (the “Transaction”) between CF Acquisition Corp. VI, a Delaware corporation (the “Company”), and Rumble Inc., a corporation formed under the laws of the Province of Ontario, Canada (“Target”), pursuant to that certain Business Combination Agreement, dated as of December 1, 2021 (as amended, the “Transaction Agreement”), by and between the Company and Target, the Company desires to issue 105,782,403 shares of the Company’s Class D common stock, par value $0.0001 per share (the “Class D Common Stock”) (such Class D Common Stock having been authorized pursuant to the New SPAC Charter (as defined in the Transaction Agreement)), to Christopher Pavlovski (“Subscriber”) at the Transaction Closing (as defined below) for an aggregate purchase price of $1,000,000 (the “Subscriber Payment”) in a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Ontario
NOW THEREFORE, in consideration of the terms of the Business Combination Agreement, the recognition of the past service of Executive and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties hereto agree as follows:
PLAN OF ARRANGEMENT UNDER THE PROVISIONS OF SECTION 182 OF THE BUSINESS CORPORATIONS ACT (ONTARIO)Plan of Arrangement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc.
FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Delaware
THIS AGREEMENT (this “Agreement”) is made and entered into as of September 16, 2022 between Rumble Inc., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
EXCHANGE AND SUPPORT AGREEMENTExchange and Support Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • Ontario
THIS EXCHANGE AND SUPPORT AGREEMENT made as of the 16th day of September, 2022, among Rumble Inc. (formerly CF Acquisition Corp. VI), a corporation existing under the laws of Delaware (“SPAC”), 1000045728 Ontario Inc., a corporation incorporated under the laws of Ontario (“ExchangeCo”), 1000045707 Ontario Inc., a corporation incorporated under the laws of Ontario (“Callco”), and the persons who hold Exchangeable Shares of ExchangeCo and are bound by this agreement (the “Beneficiaries”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTWarrant Assignment, Assumption and Amendment Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc.
THIS WARRANT ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENT (this “Agreement”) is made effective as of September 16, 2022, by and among Rumble Inc. (f/k/a CF Acquisition Corp. VI), a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its affiliate Computershare Trust Company, N.A., a federally chartered trust company (“Trust Company”, and together with Computershare, “Successor Warrant Agent”) and Continental Stock Transfer & Trust Company, a New York corporation (“Existing Warrant Agent”). Successor Warrant Agent, Existing Warrant Agent and the Company are collectively referred to as the “Parties” and individually as a “Party”.
RESTRICTED STOCK UNIT GRANT NOTICE AND AGREEMENTRestricted Stock Unit Grant Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc.
Rumble Inc. (the “Company”), pursuant to its 2022 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of Restricted Stock Units set forth below, each Restricted Stock Unit being a notional unit representing the right to receive one share of Stock, subject to adjustment as provided in the Plan (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions of this Restricted Stock Unit Grant Notice and Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflict with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.
RUMBLE INC.Employment Agreement Amendment • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc.
This letter agreement summarizes our mutual agreement with respect to the payment of your Salary as set forth in Section 3.1 of the Employment Agreement. By signing below, the parties hereto acknowledge and agree that the Salary will be paid in Canadian dollars and the exchange ratio used to convert the salary from U.S. dollars to Canadian dollars will be the average exchange rate for the thirty (30) day period ending on the last day of the immediately preceding calendar year (or, for the portion of the 2022 calendar year on and following the date on which the Closing occurs, the average exchange rate for the thirty (30) day period ending on the date of the Closing). Notwithstanding the foregoing, to the extent that there are material changes in the exchange rate following the applicable date of determination as determined by the Company’s Chief Financial Officer (the “CFO”) in good faith, the CFO shall adjust the exchange rate on a go-forward basis so that the Salary delivered to you
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 2022 • Rumble Inc. • Services-computer programming, data processing, etc. • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 16, 2022, is made and entered into by and among Rumble Inc. (formerly known as CF Acquisition Corp. VI), a Delaware corporation (the “Company”), CFAC Holdings VI, 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 Business Combination Agreement (as defined below).
