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 Companys transfer agent, as the Transfer Agent).
WHEREAS, on [ ], 2021, the Company entered into that certain Private Placement Units Purchase Agreement with CFAC Holdings VII, LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor agreed to purchase an aggregate of 450,000 units, each unit consisting of one share of Common Stock (as defined below) and one-fourth of one warrant, simultaneously with the closing of the Offering (as defined below), such warrants bearing the legend set forth in Exhibit B hereto (the Private Placement Warrants), at a purchase price of $10.00 per unit; and
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one share of Common Stock and one-fourth of one redeemable Public Warrant (as defined below) (the Units) and, in connection therewith, has determined to issue and deliver up to 4,375,000 warrants (or up to 5,031,250 warrants if the underwriters over-allotment is exercised in full) to public investors in the Offering (the Public Warrants); and
WHEREAS, the Company has entered into that certain Forward Purchase Contract, dated as of [ ], 2021, with the Sponsor, pursuant to which the Sponsor has agreed to purchase 1,000,000 Units, each such Unit comprised of one share of Common Stock and one-fourth of one warrant, such warrants bearing the legend set forth in Exhibit B hereto (the Forward Purchase Warrants), and 250,000 shares of Common Stock, such purchase to occur simultaneously with the Companys initial Business Combination (as defined below). Each whole Warrant entitles the holder thereof to purchase one share of Common Stock; and
WHEREAS, the Company has filed with the Securities and Exchange Commission (the Commission) a registration statement on Form S-1, File No. 333-253307 (the Registration Statement) and prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the Units and the Public Warrants and the Common Stock included in the Units; and
WHEREAS, following consummation of the Offering, the Company may issue additional warrants (Post-IPO Warrants and together with the Private Placement Warrants, the Forward Purchase Warrants, and the Public Warrants, the Warrants) in connection with, or following the consummation by the Company of, a Business Combination; and
WHEREAS, each whole Warrant entitles the holder thereof to purchase one share of Common Stock of the Company, par value $0.0001 per share (Common Stock), for $11.50 per share, subject to adjustment as described herein; and
WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants;
WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:
1. Appointment of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.