Restated Memorandum and Articles of Association Uses in Definitions Clause

Definitions from Shareholders Agreement

This AMENDED AND RESTATED SPONSOR SHAREHOLDERS AGREEMENT (as may be amended, supplemented, restated or modified from time to time, this Agreement) is made as of [], 2017, by and among SMART Global Holdings, Inc. (f/k/a Saleen Holdings, Inc.), a Cayman Islands exempted company (together with its successors and assigns, the Company), Silver Lake Partners III Cayman (AIV III), L.P., a Cayman Islands exempted limited partnership (the SLP Investor), Silver Lake Technology Investors III Cayman, L.P., a Cayman Islands exempted limited partnership (the SLP Co-Investor), Silver Lake Sumeru Fund Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Investor), Silver Lake Technology Investors Sumeru Cayman, L.P., a Cayman Islands exempted limited partnership (the SLS Co-Investor), Mr. Ajay B. Shah, an individual (Mr. Shah), Krishnan-Shah Family Partners, L.P., Fund No. 1, a California limited partnership (Shah Fund 1), Krishnan-Shah Family Partners, L.P., Fund No. 3, a California l

Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: Affiliate means, with respect to any Person, any other Person that Controls, is Controlled by, or is under common Control with such Person. The term Control means the power to direct or cause the direction of the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise. Controlled and Controlling have meanings correlative to the foregoing. Notwithstanding the foregoing, for purposes of this Agreement, (i) the Company, its Subsidiaries and its other Controlled Affiliates shall not be considered Affiliates of any of the Silver Lake Partners Investors, Silver Lake Sumeru Investors, the Shah Co-Investors or any of such partys Affiliates (other than the Company, its Subsidiaries and its other Controlled Affiliates), (ii) none of the Silver Lake Partners Investors, Silver Lake Sumeru Investors or Shah Co-Investors shall be considered Affiliates of each other, and (iii) except with respect to Section 4.2(a) and Section 7.13, none of the Sponsor Investors shall be considered Affiliates of (A) any portfolio company in which any of the Sponsor Investors or any of their investment fund Affiliates have made a debt or equity investment (and vice versa) or (B) any limited partners, non-managing members or other similar direct or indirect investors in any of the Sponsor Investors or their affiliated investment funds. Aggregate Sponsor Ownership means the total number of Shares owned in the aggregate and without duplication by the Sponsors as of the date of such calculation. Amended Credit Agreement means the Amended and Restated Credit Agreement, dated as November 5, 2016, among SMART Worldwide Holdings, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc., the lenders party thereto and Barclays Bank PLC, as administrative agent, as it may be amended, supplemented, restated or modified from time to time. Articles means the Amended and Restated Memorandum and Articles of Association of the Company as in effect upon consummation of the Initial Public Offering. beneficial ownership and beneficially own and similar terms have the meaning set forth in Rule 13d-3 under the Exchange Act; provided, however that (i) no party hereto shall be deemed to beneficially own any Securities of the Company held by any other party hereto solely by virtue of the provisions of this Agreement (other than this definition) and (ii) with respect to any Securities held by a party hereto that are exercisable for, convertible into or exchangeable for Shares upon delivery of consideration to the Company or any of its Subsidiaries, such Shares shall not be deemed to be beneficially owned by such party unless, until and to the extent such Securities have been exercised, converted or exchanged and such consideration has been delivered by such party to the Company or such Subsidiary. Board means the Board of Directors of the Company. Business Day means a day, other than a Saturday, Sunday or other day on which banks located in New York, New York are authorized or required by law to close. Change in Control means any transaction or series of related transactions (whether by merger, consolidation, recapitalization, liquidation or sale or transfer of Securities or assets (including equity securities of the Subsidiaries) or otherwise) as a result of which any Person or group, within the meaning of Section 13(d)(3) of the Exchange Act (other than the Sponsor Investors and their respective Affiliates, any group of which the foregoing are members and any other members of such a group), obtains ownership, directly or indirectly, of (i) Securities that represent more than 50% of the total voting power of the outstanding capital stock of the Company or applicable successor entity or (ii) all or substantially all of the assets of the Company and its Subsidiaries on a consolidated basis. Code means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated pursuant thereto. Demand Registration has the meaning ascribed to such term in the Registration Rights Agreement. Director means any member of the Board. Employee Investors Shareholders Agreement means the Employee Investors Shareholders Agreement, dated as of August 26, 2011, by and among the Company, the Sponsor Investors party thereto and the other signatories thereto, as it may be amended from time to time. Equity Contribution Agreement means the Equity Contribution Agreement, dated as of August 25, 2011, between the Company and the Shah Investors, as it may be amended from time to time. ERISA means the U.S. Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated pursuant thereto. Exchange Act means the Securities Exchange Act of 1934, as amended from time to time, and the rules and regulations pro

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 GTY Technology Holdings Inc., a Cayman Islands exempted company (the "Company"), and Citigroup Global Markets Inc. as representative (the "Representative") of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 55,200,000 of the Company's units (including up to 7,200,000 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 "Public Shares"), and one-third 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 in the Public Offering pursuant to a registration statement on Form S-1 and pr

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 Public Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 13,800,000 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 Public Shares that will be acquired by the Sponsor for an aggregate purchase price of approximately $11,600,000 (or approximately $13,040,000 if the Underwriters' over-allotment is exercised), or $1.50 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 Ordinary Shares sold as part of the units in the Public Offering; (vi) "Trust Account" shall mean the trust account 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 GTY Technology Holdings Inc., a Cayman Islands exempted company (the "Company"), and Citigroup Global Markets Inc. as representative (the "Representative") of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 46,000,000 of the Company's units (including up to 6,000,000 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 "Public Shares"), and one-third 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 in the Public Offering pursuant to a registration statement on Form S-1 and pr

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 Public Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 11,500,000 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 Public Shares that will be acquired by the Sponsor for an aggregate purchase price of approximately $10,000,000 (or approximately $11,200,000 if the Underwriters' over-allotment is exercised), or $1.50 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 Ordinary Shares sold as part of the units in the Public Offering; (vi) "Trust Account" shall mean the trust account 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 GTY Technology Holdings Inc., a Cayman Islands exempted company (the "Company"), and Citigroup Global Markets Inc. as representative (the "Representative") of the several underwriters (the "Underwriters"), relating to an underwritten initial public offering (the "Public Offering") of 34,500,000 of the Company's units (including up to 4,500,000 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 "Public Shares"), and one-third 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 in the Public Offering pursuant to a registration statement on Form S-1 and pr

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 Public Shares and the Founder Shares; (iii) "Founder Shares" shall mean the 8,625,000 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 Public Shares that will be acquired by the Sponsor for an aggregate purchase price of approximately $8,000,000 (or approximately $8,900,000 if the Underwriters' over-allotment is exercised), or $1.50 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 Ordinary Shares sold as part of the units in the Public Offering; (vi) "Trust Account" shall mean the trust account 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 Independent Director Agreement

This Independent Director Agreement (this " Agreement "), dated as of , 2016, is being entered into among GEF Acquisition Corporation, a Cayman Islands exempted company (the " Company "), GECC Holdings II, LLC, a Delaware limited liability company (the " Sponsor "), Andreas Y. Gruson (the " Director "), and Maxim Group LLC and EarlyBirdCapital, Inc., as representatives (the " Representatives ") of the several underwriters (the " Underwriters ").

Definitions. As used herein, (i) " Business Combination " shall mean a merger, capital 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 2,875,000 Class F ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering (or 2,500,000 Class F ordinary shares if the over-allotment is not exercised by the Underwriters); (iv) " Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares that will be acquired by the Sponsor and the Representatives for an aggregate purchase price of $5.25 million (or $5.775 million if the over-allotment is exercised by the Underwriters), 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 Independent Director Agreement

This Independent Director Agreement (this " Agreement "), dated as of , 2016, is being entered into among GEF Acquisition Corporation, a Cayman Islands exempted company (the " Company "), GECC Holdings II, LLC, a Delaware limited liability company (the " Sponsor "), Steve Hamric (the " Director "), and Maxim Group LLC and EarlyBirdCapital, Inc., as representatives (the " Representatives ") of the several underwriters (the " Underwriters ").

Definitions. As used herein, (i) " Business Combination " shall mean a merger, capital 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 2,875,000 Class F ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering (or 2,500,000 Class F ordinary shares if the over-allotment is not exercised by the Underwriters); (iv) " Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares that will be acquired by the Sponsor and the Representatives for an aggregate purchase price of $5.25 million (or $5.775 million if the over-allotment is exercised by the Underwriters), 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 Independent Director Agreement

This Independent Director Agreement (this " Agreement "), dated as of , 2016, is being entered into among GEF Acquisition Corporation, a Cayman Islands exempted company (the " Company "), GECC Holdings II, LLC, a Delaware limited liability company (the " Sponsor "), Caroline Angoorly (the " Director "), and Maxim Group LLC and EarlyBirdCapital, Inc., as representatives (the " Representatives ") of the several underwriters (the " Underwriters ").

Definitions. As used herein, (i) " Business Combination " shall mean a merger, capital 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 2,875,000 Class F ordinary shares of the Company, par value $0.0001 per share, outstanding prior to the consummation of the Public Offering (or 2,500,000 Class F ordinary shares if the over-allotment is not exercised by the Underwriters); (iv) " Private Placement Warrants " shall mean the Warrants to purchase Ordinary Shares that will be acquired by the Sponsor and the Representatives for an aggregate purchase price of $5.25 million (or $5.775 million if the over-allotment is exercised by the Underwriters), 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

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.