REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 19, 2016 is made and entered into by and among CF Corporation, a Cayman Islands exempted company (the “Company”), CF Capital Growth, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holders on the signature page hereto (each such party, 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”).
UNDERWRITING AGREEMENTUnderwriting Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
CF Corporation, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 60,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 9,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwise defined are defined in Section 2
INDEMNITY AGREEMENTIndemnity Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of May 19, 2016, by and between CF CORPORATION, a Cayman Islands exempted company (the “Company”), and James A. Quella (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 19, 2016 (as it may from time to time be amended, this “Agreement”), by and among CF Corporation, a Cayman Islands exempted company (the “Company”), and CF Capital Growth, LLC, a Delaware limited liability company (the “Sponsor” or the “Purchaser”).
WARRANT AGREEMENTWarrant Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of May 19, 2016, is by and between CF Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 19, 2016 by and between CF Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
May 19, 2016Letter Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
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 Corporation, a Cayman Islands exempted company (the “Company”), Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 60,000,000 of the Company’s units (including up to 9,000,000 Units that may be purchased to cover over-allotments, if any, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”). Each whole Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units shall be sold
CF CORPORATION Las Vegas, Nevada 89134 May 19, 2016Letter Agreement • May 25th, 2016 • CF Corp • Blank checks • New York
This letter agreement (this “Agreement”) by and between CF Corporation (the “Company”) and CF Capital Growth, 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”):
