$15,800,000 Uses in Definitions Clause

Definitions

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 69,000,000 of the Company's units (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 were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the

Definitions. As used herein, (i) "Business Combination" shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) "Capital Shares" shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 15,000,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iv) "Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares acquired by CF Capital Growth, LLC (the "Sponsor") for an aggregate purchase price of $14,000,000 (or $15,800,000 if the Underwriters' over-allotment is exercised), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) "Public Shareholders" shall mean the holders of securities issued in the Public Offering; (vi) "Trust Account" shall mean the trust fund into which a portion of the net proceeds of the Public Offering were deposited; (vii) "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

Definitions

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

Definitions. As used herein, (i) "Business Combination" shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) "Capital Shares" shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 15,000,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iv) "Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares that will be acquired by the Sponsor for an aggregate purchase price of $14,000,000 (or $15,800,000 if the Underwriters' over-allotment is exercised), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) "Public Shareholders" shall mean the holders of securities issued in the Public Offering; (vi) "Trust Account" shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

Definitions

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

Definitions. As used herein, (i) "Business Combination" shall mean a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses; (ii) "Capital Shares" shall mean, collectively, the Ordinary Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 15,000,000 Class B ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering; (iv) "Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares that will be acquired by the Sponsor for an aggregate purchase price of $14,000,000 (or $15,800,000 if the Underwriters' over-allotment is exercised), or $1.00 per Warrant, in a private placement that shall occur simultaneously with the consummation of the Public Offering; (v) "Public Shareholders" shall mean the holders of securities issued in the Public Offering; (vi) "Trust Account" shall mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; (vii) "Transfer" shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b); and (viii) "Charter" shall mean the Company's Amended and Restated Memorandum and Articles of Association, as the same may be amended from time to time.

Definitions from Unit Purchase Agreement

This UNIT PURCHASE AGREEMENT (this Agreement) is dated November 27, 2013 by and among UNIVERSAL TRUCKLOAD SERVICES, INC., a corporation organized under the Laws of the State of Michigan (Purchaser), HIBERIS INTERNATIONAL CORP., a company organized under the Laws of the British Virgin Islands (Seller), SM INTERNATIONAL HOLDINGS, an exempted company organized under the Laws of the Cayman Islands (the Guarantor 1), and SM BRASIL PARTICIPACOES, S.A., a company organized under the Laws of Brazil (Guarantor 2 and together with Guarantor 1, the Guarantors).

Definitions. When used in this Agreement, the following terms shall have the respective meanings specified therefor below. Acquisition Proposal shall have the meaning given to it in Section 5.18. Action shall mean any claim, action, cause of action, demand, lawsuit, arbitration, proceeding, litigation, or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. Affiliate of any Person shall mean any Person, directly or indirectly through one or more intermediaries, controlling, controlled by, or under common control with, such Person; provided, that, for the purposes of this definition, control (including, with correlative meanings, the terms controlled by and under common control with), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by Contract or otherwise. Agreed Claims shall have the meaning given to it in Section 9.6(c). Agreement shall have the meaning given to it in the Preamble. Annexes shall have the meaning given to it in Section 1.2(d). Antitrust Laws shall mean the Sherman Act, 15 U.S.C. SSSS 1-7, as amended; the Clayton Act, 15 U.S.C. SSSS 12-27, 29 U.S.C. SSSS 52-53, as amended; the HSR Act; the Federal Trade Commission Act, 15 U.S.C. SS 41-58, as amended; and all other federal, state and foreign statutes, rules, regulations, Orders, decrees, administrative and judicial doctrines, and other Laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or restraint of trade. Arbitrator shall have the meaning given to it in Section 2.3(c)(i). Audited Financial Statements shall have the meaning given to it in Section 3.7(a). Balance Sheet Date shall have the meaning given to it in Section 3.7(a). Business Day shall mean any day except a Saturday, a Sunday or any other day on which commercial banks are required or authorized to close in New York, New York. Cash and Cash Equivalents shall mean cash and cash equivalents, as determined in accordance with GAAP. CL Put Price shall have the meaning given to it in Section 5.15. Claim Certificate shall have the meaning given to it in Section 9.6(a). Closing shall have the meaning given to it in Section 2.4(a). Closing Balance Sheet shall have the meaning given to it in Section 2.3(a)(i). Closing Cash shall mean the aggregate book balance of Cash and Cash Equivalents of the Company and its Subsidiary on a consolidated basis (less any cash that is restricted pursuant to the terms of that certain Tetra equipment lease) calculated in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements as of 11:59 P.M. on the Business Day immediately prior to the Closing Date, if any. For the avoidance of doubt, such amount shall not include the Special Receivables. Closing Date shall have the meaning given to it in Section 2.4(a). Closing Debt Payoff Amount shall mean the difference between (i) Closing Indebtedness and (ii) the sum of (A) the aggregate amount of the Special Receivables Note plus (B) the outstanding amount of the Promissory Note as of 11:59 P.M. on the Business Day immediately prior to the Closing Date. Closing Indebtedness shall mean the aggregate outstanding amount of Indebtedness of the Company and its Subsidiary on a consolidated basis, including the Funded Indebtedness, as of 11:59 P.M. on the Business Day immediately prior to the Closing Date. Closing Statement shall have the meaning given to it in Section 2.3(a)(ii). Closing Working Capital shall mean (a) the consolidated Current Assets of the Company and its Subsidiary less (b) the consolidated Current Liabilities of the Company and its Subsidiary, in each case calculated as of 11:59 P.M. on the Business Day immediately prior to the Closing Date. Code shall mean the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated and the rulings issued thereunder. Collateral Source shall have the meaning given to it in Section 9.5(a). Collins Lane Property shall have the meaning given to it in Section 5.15. Company shall have the meaning given to it in the Recitals. Company Intellectual Property shall have the meaning given to it in Section 3.15(a). Company Employees shall have the meaning given to it in Section 5.6(a). Company Transaction Expenses shall mean all expenses of the Company and its Subsidiary incurred or to be incurred (prior to and through the Closing Date) in connection with the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated hereby and the Closing, including (i) fees and disbursements of attorneys, accountants and other advisors and service providers, (ii) management service fees payable to Seller or any of its Affiliates and (iii) amounts payable by the Company or i