UNDERWRITING AGREEMENT between CF FINANCE ACQUISITION CORP. III and CANTOR FITZGERALD & CO. Dated: November 12, 2020Underwriting Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
The undersigned, CF Finance Acquisition Corp. III, 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:
WARRANT AGREEMENTWarrant Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of November 12, 2020, is by and between CF Finance Acquisition Corp. III, 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. III New York, NY 10022Letter Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold in the Public Offering pursuant to a reg
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 12, 2020, is made and entered into by and among CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), CF Finance Holdings III, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 12, 2020 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $ of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of November 2020, by and between CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and CF Finance Holdings III, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
ContractExpense Advancement Agreement • November 18th, 2020 • CF Finance Acquisition Corp. III • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of November 12, 2020, is made and entered into by and among CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and CF Finance Holdings III, LLC (the “Sponsor”).
Cantor Fitzgerald & Co. New York, New York 10022CF Finance Acquisition Corp. III • November 18th, 2020 • Blank checks • New York
This is to confirm our agreement whereby CF Finance Acquisition Corp. III, a Delaware corporation (“Company”), has requested Cantor Fitzgerald & Co. (the “Advisor”) to assist it in connection with the Company merging with, acquiring shares of, engaging in a share exchange, share reconstruction, recapitalization and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-249367) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
CF Finance Acquisition Corp. IIICF Finance Acquisition Corp. III • November 18th, 2020 • Blank checks • New York
This letter agreement by and between CF Finance Acquisition Corp. III (the “Company”) and CF Finance Holdings III, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
