CF Finance Acquisition Corp. – Cf Finance Acquisition Corp. Units Consisting of One Share of Class a Common Stock and Three-Quarters of One Warrant, Each Whole Warrant Entitling the Holder to Purchase One Share of Class a Common Stock (December 11th, 2018)This certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
CF Finance Acquisition Corp. – Registration Rights Agreement (December 11th, 2018)THIS REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of [_______], 2018, is made and entered into by and among CF Finance Acquisition Corp., a Delaware corporation (the "Company"), CF Finance Holdings 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").
CF Finance Acquisition Corp. – CF Finance Acquisition Corp. (December 11th, 2018)We are pleased to accept the offer CF Finance Holdings, LLC (the "Subscriber" or "you") has made to purchase an aggregate of (i) 3,000,000 units (the "Units") of CF Finance Acquisition Corp., a Delaware corporation (the "Company"), each Unit comprising one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock" or "Share"), and three-quarters of one warrant ("Warrant") and (ii) 750,000 Shares (the "Forward Purchase Shares"), for an aggregate purchase price of $30,000,000. The Units, the securities underlying the Units and the Forward Purchase Shares, collectively, are hereinafter referred to as the "Securities". Each whole Warrant is exercisable to purchase one Share at an exercise price of $11.50 per Share during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company's initial public offering of units, each comprising one share of Class A Common Stock and one Warrant (the "IPO"), such IPO expec
CF Finance Acquisition Corp. – Contract (December 11th, 2018)THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of December [__], 2018, is made and entered into by and among CF Finance Acquisition Corp., a Delaware corporation (the "Company"), and CF Finance Holdings LLC (the "Sponsor").
CF Finance Acquisition Corp. – UNDERWRITING AGREEMENT Between CF FINANCE ACQUISITION CORP. And CANTOR FITZGERALD & CO. Dated: ____________, 2018 CF FINANCE ACQUISITION CORP. UNDERWRITING AGREEMENT (December 11th, 2018)The undersigned, CF Finance Acquisition Corp., 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. To the extent there is only one Underwriter, the term Underwriters shall mean the Underwriter.
CF Finance Acquisition Corp. – CF Finance Acquisition Corp. (December 11th, 2018)
CF Finance Acquisition Corp. – Warrant Agreement (December 11th, 2018)THIS WARRANT AGREEMENT (this "Agreement"), dated as of [______], 2018, is by and between CF Finance Acquisition Corp., 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").
CF Finance Acquisition Corp. – Contract (December 11th, 2018)
CF Finance Acquisition Corp. – Contract (December 11th, 2018)
CF Finance Acquisition Corp. – Cf Finance Acquisition Corp. Units Consisting of One Share of Class a Common Stock and One Warrant, Each Warrant Entitling the Holder to Purchase One Share of Class a Common Stock (December 4th, 2018)This certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.
CF Finance Acquisition Corp. – [Form of Warrant Certificate] [FACE] (December 4th, 2018)This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the "Warrants" and each, a "Warrant") to purchase shares of Class A common stock, $0.0001 par value per share ("Common Stock"), of CF Finance Acquisition Corp., a Delaware corporation (the "Company"). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the "Exercise Price") as determined pursuant to the Warrant Agreement, payable in lawful money (or through "cashless exercise" as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the War
CF Finance Acquisition Corp. – Indemnity Agreement (December 4th, 2018)THIS INDEMNITY AGREEMENT (this "Agreement") is made as of [ ], 2018, by and between CF Finance Acquisition Corp., a Delaware corporation (the "Company"), and [ ] ("Indemnitee").
CF Finance Acquisition Corp. – Cf Finance Acquisition Corp. Incorporated Under the Laws of the State of Delaware Class a Common Stock (December 4th, 2018)transferable on the books of the Company in person or by duly authorized attorney upon surrender of this certificate properly endorsed.
CF Finance Acquisition Corp. – Charter of the Compensation Committee of the Board of Directors of Cf Finance Acquisition Corp. (December 4th, 2018)The purposes of the Compensation Committee (the "Committee") of the Board of Directors (the "Board") of CF Finance Acquisition Corp.(the "Company") shall be to oversee the Company's compensation and employee benefit plans and practices, including its executive compensation plans, and its incentive-compensation and equity-based plans; to review and discuss with management the Company's compensation discussion and analysis ("CD&A") to the extent such is to be included in the Company's annual proxy statement or annual report on Form 10-K filed with the Securities and Exchange Commission (the "SEC"); to prepare any Compensation Committee Report required by the rules of the SEC; and to perform such further functions as may be consistent with this Charter or assigned by applicable law, the Company's charter or bylaws or the Board.
CF Finance Acquisition Corp. – AMENDED AND RESTATED BY LAWS OF CF FINANCE acqUISITION CORP. (THE "CORPORATION") (December 4th, 2018)
CF Finance Acquisition Corp. – Cf Finance Acquisition Corp. Underwriting Agreement (November 21st, 2018)
CF Finance Acquisition Corp. – Cantor Fitzgerald & Co. 499 Park Avenue New York, New York 10022 (November 21st, 2018)This is to confirm our agreement whereby CF Finance Acquisition Corp., a Delaware corporation ("Company"), has requested Cantor Fitzgerald & Co. (the "Advisor") to assist it in connection with the Company engaging in a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (in each case, a "Business Combination") with one or more businesses (each a "Target") as described in the Company's Registration Statement on Form S-1 (File No. 333-[*]) filed with the Securities and Exchange Commission ("Registration Statement") in connection with its initial public offering ("IPO").
CF Finance Acquisition Corp. – CF Finance Acquisition Corp. (November 21st, 2018)
CF Finance Acquisition Corp. – Private Placement Units Purchase Agreement (November 21st, 2018)This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this "Agreement") is made as of the [__] day of [______] 2018, by and between CF Finance Acquisition Corp., a Delaware corporation (the "Company"), and CF Finance Holdings LLC, a Delaware limited liability company (the "Subscriber"), with a principal place of business at 110 East 59th Street, New York, NY 10022.
CF Finance Acquisition Corp. – Contract (November 21st, 2018)THIS EXPENSE ADVANCEMENT AGREEMENT (this "Agreement"), dated as of December [__], 2018, is made and entered into by and among CF Finance Acquisition Corp., a Delaware corporation (the "Company"), and CF Finance Holdings LLC (the "Sponsor").
CF Finance Acquisition Corp. – Warrant Agreement (November 21st, 2018)THIS WARRANT AGREEMENT (this "Agreement"), dated as of [______], 2018, is by and between CF Finance Acquisition Corp., 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").
CF Finance Acquisition Corp. – CF Finance Acquisition Corp. (November 21st, 2018)We are pleased to accept the offer CF Finance Holdings, LLC (the "Subscriber" or "you") has made to purchase an aggregate of (i) 3,000,000 units (the "Units") of CF Finance Acquisition Corp., a Delaware corporation (the "Company"), each Unit comprising one share of Class A common stock of the Company, par value $0.0001 per share ("Class A Common Stock" or "Share"), and one warrant exercisable to purchase one Share ("Warrant") and (ii) 750,000 Shares (the "Forward Purchase Shares"), for an aggregate purchase price of $30,000,000. The Units, the securities underlying the Units and the Forward Purchase Shares, collectively, are hereinafter referred to as the "Securities". Each Warrant is exercisable to purchase one Share at an exercise price of $11.50 per Share during the period commencing on the later of (i) twelve (12) months from the date of the closing of the Company's initial public offering of units, each comprising one share of Class A Common Stock and one Warrant (the "IPO"), such
CF Finance Acquisition Corp. – Investment Management Trust Agreement (November 21st, 2018)This Investment Management Trust Agreement (this "Agreement") is made effective as of [_______], 2018, by and between CF Finance Acquisition Corp., a Delaware corporation (the "Company"), and Continental Stock Transfer & Trust Company, a New York corporation (the "Trustee").
CF Finance Acquisition Corp. – Contract (November 21st, 2018)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.
CF Finance Acquisition Corp. – Contract (November 21st, 2018)
CF Finance Acquisition Corp. – Contract (November 16th, 2018)
CF Finance Acquisition Corp. – Contract (November 16th, 2018)
CF Finance Acquisition Corp. – Contract (November 16th, 2018)
CF Finance Acquisition Corp. – Contract (February 23rd, 2018)THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). 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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
CF Finance Acquisition Corp. – Contract (January 19th, 2018)THIS PROMISSORY NOTE ("NOTE") HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"). 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 OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.