Cantor Equity Partners I, Inc. Watch

from S-1 2 pages Cantor Ep Holdings I, LLC 110 East 59th Street New York, Ny 10022 Re: Administrative Services Agreement Ladies and Gentlemen

from S-1 7 pages Whereas, the Sponsor Desires to Enter Into This Agreement in Order to Facilitate the Offering and the Other Transactions Contemplated in the Registration Statement and the Prospectus, Including Any Merger, Share Exchange, Asset Acquisition, Share Purchase, Reorganization or Other Similar Business Combination by the Company With One or More Businesses (A “Business Combination”). Now, Therefore, in Consideration of the Representations, Covenants and Agreements Contained Herein, and Certain Other Good and Valuable Consideration, the Receipt and Sufficiency of Which Are Hereby Acknowledged, the Parties Hereto, Intending to Be Legally Bound, Hereby Agree as Follows: 1. Expense Advance

from S-1 16 pages Form of Indemnity Agreement

from S-1 7 pages Private Placement Shares Purchase Agreement

from S-1 14 pages Registration Rights Agreement

from S-1 13 pages Investment Management Trust Agreement

from S-1 6 pages Cantor Equity Partners I, Inc. 110 East 59th Street New York, Ny 10022 Re: Initial Public Offering Ladies and Gentlemen

from S-1 3 pages Promissory Note

from S-1 8 pages 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 Company’s Initial Business Combination, Class B Shares Will Convert Into Class a Shares on a One-For-One Basis, Subject to Adjustment, Upon the Terms and Conditions Set Forth in the Articles. Unless the Context Otherwise Requires, as Used Herein “Shares” Shall Be Deemed to Include Any Class a Shares Issued Upon Conversion of the Class B Shares Comprising the Shares. the Terms (This “Agreement”) on Which the Company Is Willing to Issue the Shares to the Subscriber, and the Company and the Subscriber’s Agreements Regarding Such Shares, Are as Follows: 1. Subscription for Shares