EX-10.4





 Exhibit 10.4 

THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of March 11, 2021, is made and entered into by
and among CF Acquisition Corp. VIII, a Delaware corporation (the “Company”), and CFAC Holdings VIII, LLC (the “Sponsor”). 

RECITALS 
 WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) pursuant to which the Company will issue and deliver up to 25,300,000 units (the “Units”) (including up to 3,300,000 Units subject
to an over-allotment option granted to the underwriters of the Offering), with each Unit comprised of one share of common stock, par value $0.0001 per share (the “Common Stock”), of the Company and one-fourth of one warrant, each whole warrant exercisable to purchase one share of Common Stock at $11.50 per share, subject to certain adjustments (each, a “Warrant,” and collectively, the
“Warrants”); 
 WHEREAS, the Company has filed with the Securities and Exchange Commission registration
statements on Form S-1, Nos. 333-253308 and 333-254185 (collectively, the “Registration Statement”) for
the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units and the Warrants and the Common Stock underlying the Units, including a prospectus (the
“Prospectus”); 
 WHEREAS, the proceeds of the Offering, together with certain additional amounts from a
concurrency private placement, will be deposited in a trust account (the “Trust Account”) at J.P. Morgan Chase Bank, N.A. and managed by Continental Stock Transfer & Trust Company, as trustee, as described in the
Registration Statement and the Prospectus; and 
 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, capital stock exchange, asset acquisition, stock 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. (a) From time to time, as may be requested by the Company, the Sponsor agrees to advance to the Company up to $1,750,000.00 in
the aggregate, in each instance pursuant to the terms of the form of promissory note attached as Exhibit A hereto (the “Note”), as may be necessary to fund the Company’s expenses relating to investigating and
selecting a target business and other working capital requirements following the Offering and prior to any potential Business Combination. 

(b) The Sponsor represents to the Company that the Sponsor is capable of making such advances to satisfy its obligations under
Section 1(a). 
 (c) Notwithstanding anything to the contrary herein or in the Note, the Sponsor hereby waives any and all right,
title, interest or claim of any kind (“Claim”) in or to any distribution of the Trust Account in which the proceeds of the Offering, together with certain additional amounts, as described in greater detail in the
Registration Statement and the Prospectus, will be deposited, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided, however, that if the Company
completes its Business Combination, the Company may repay such loaned amounts out of the proceeds released to the Company from the Trust Account. 

2. This Agreement, together with the Note, constitutes the entire agreement and understanding of the parties hereto in respect of the subject
matter hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This
Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by the parties hereto. 

3. No party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written
consent of the other party; provided, however, that, subject to all applicable securities laws, the Note shall be freely assignable by the Sponsor to any assignee; provided, further, that Sponsor’s obligations hereunder shall
remain in full force and effect in the event that an assignee fails to timely perform any of Sponsor’s obligations hereunder. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to
transfer or assign any interest or title to the purported assignee. This Agreement shall be binding on the undersigned and each of his or its heirs, personal representatives, successors and assigns. 












 4. Any notice, statement or demand authorized by this Agreement shall be sufficiently given
(i) when so delivered if by hand or overnight delivery, (ii) the date and time shown on a facsimile transmission confirmation, or (iii) if sent by certified mail or private courier service within five (5) days after deposit of
such notice, postage prepaid. Such notice, statement or demand shall be addressed as follows: 
 If to the Company or the Sponsor: 

110 East 59th Street 
 New York,
NY 10022 
 Attn: Chief Executive Officer Facsimile: (212) 829-4708 

with a copy in each case (which shall not constitute notice) to: 

Ellenoff Grossman & Schole LLP 

1345 Avenue of the Americas 
 New
York, New York 10105 
 Attn: Stuart Neuhauser, Esq. 

Facsimile: (212) 370-7889 

5. This Agreement may be executed in any number of original or facsimile or other electronic counterparts and each of such counterparts shall
for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 
 6. This
Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such
invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

 7. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The parties hereto (i) agree that any action, proceeding, claim or dispute arising out of, or relating in any way to,
this Agreement shall be brought and enforced in the state or federal courts located in the Borough of Manhattan in the State of New York, and irrevocably submits to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and
(ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum. 

[Signature Page Follows] 












 IN WITNESS WHEREOF, the undersigned have caused this Expense Advance Agreement to be
executed as of the date first written above. 
  

			
	CF ACQUISITION CORP. VIII
		
	By:	 	 /s/ Alice Chan

		 	Name: Alice Chan
		 	Title: Chief Financial Officer


  

			
	CFAC HOLDINGS VIII, LLC
		
	By:	 	 /s/ Alice Chan

		 	Name: Alice Chan
		 	Title: Chief Financial Officer


 [Signature Page to the Expense Advance Agreement between CF Acquisition Corp. VIII and CFAC Holdings
VIII, LLC for up to $1,750,000] 












 Exhibit A 

Promissory Note 
 THIS PROMISSORY NOTE
(“NOTE”) AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND
SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. 
 PROMISSORY NOTE 

 

			
		  	Dated as of             ,         
		
	Principal Amount: Up to $1,750,000.00	  	New York, New York

 Pursuant to that certain Expense Advance Agreement (the “Agreement”), dated as of
March 11, 2021, by and between CF Acquisition Corp. VIII, a Delaware corporation (the “Maker”), and CFAC Holdings VIII, LLC (the “Payee”), the Maker hereby promises to pay to the order of the Payee or its
registered assigns or successors in interest, the principal sum of up to One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000.00) in lawful money of the United States of America, on the terms and conditions described below. All payments
on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this
Note. Certain terms used herein but not defined herein shall have the meaning given to such terms in the Agreement. 
 1. Principal. The principal
balance of this Note shall be payable by Maker on the date on which Maker consummates its Business Combination. The principal balance may be prepaid at any time. Under no circumstances shall any individual, including but not limited to any officer,
director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities of the Maker hereunder. 
 2. Interest. No
interest shall accrue or be charged by Payee on the unpaid principal balance of this Note. 
 3. Drawdown Requests. Maker and Payee agree that Maker
may request up to One Million Seven Hundred and Fifty Thousand Dollars ($1,750,000.00) for costs reasonably related to Maker’s working capital needs prior to the consummation of the Business Combination. The principal of this Note may be drawn
down from time to time prior to the date on which Maker consummates a Business Combination, upon request from Maker to Payee (each, a “Drawdown Request”) in such amounts as Maker may determine in its discretion. Payee shall fund
each Drawdown Request no later than five (5) business days after receipt of a Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note is One Million Seven Hundred and Fifty Thousand Dollars
($1,750,000.00). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown
Request by Maker. 
 4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any
sum due under this Note, including (without limitation) reasonable attorney’s fees and then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note. 

5. Events of Default. The occurrence of any of the following shall constitute an event of default (“Event of Default”): 

(a) Failure to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five
(5) business days of the date specified above. 












 (b) Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under
any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar
official) of Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by
Maker in furtherance of any of the foregoing. 
 (c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court
having jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official)
of Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60
consecutive days. 
 6. Remedies. 
 (a) Upon the
occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable
hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary
notwithstanding. 
 (b) Upon the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this
Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. 

7. Waivers. Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting
any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for
payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. 

8. Unconditional Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the
payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers,
guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder. 
 9. Notices. All notices,
statements or other documents which are required or contemplated by this Note shall be made: (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic
transmission to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (iii) by electronic mail, to the
electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of
delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after
mailing if sent by mail. 
 10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REGARD TO CONFLICT OF LAW PRINCIPLES THEREOF. 
 11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction. 












 12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any right,
title, interest or claim of any kind (“Claim”) in or to any distribution of or from the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any
reason whatsoever; provided, however, that if the Maker completes a Business Combination, the Maker shall repay the principal balance of this Note, which may be out of the proceeds released to the Maker from the Trust Account. 

13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker
and the Payee. 
 14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto
(by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void; provided, however, that this Note shall be freely assignable by the Payee
to any assignee. 
 [Signature Page Follows] 












 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the day and year first above written. 
  

			
	CF Acquisition Corp. VIII
		
	By:	 	 /s/ Alice Chan

		 	Name: Alice Chan
		 	Title: Chief Financial Officer


 [Signature Page to the Promissory Note by CF Acquisition Corp. VIII in favor of CFAC Holdings VIII, LLC
for up to $1,750,000 for Working Capital]