UNDERWRITING AGREEMENT between CF FINANCE ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: August 26, 2020Underwriting Agreement • September 1st, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
The undersigned, CF Finance Acquisition Corp. II, 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 • September 1st, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of August 26, 2020, is by and between CF Finance Acquisition Corp. II, 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. II New York, NY 10022Letter Agreement • September 1st, 2020 • CF Finance Acquisition Corp II • 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. II, 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 57,500,000 of the Company’s units (including up to 7,500,000 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 regi
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 1st, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of August 26, 2020, is made and entered into by and among CF Finance Acquisition Corp. II, a Delaware corporation (the “Company”), CF Finance Holdings II, 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 • September 1st, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of August 26, 2020, by and between CF Finance Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INDEMNITY AGREEMENTIndemnity Agreement • August 14th, 2020 • CF Finance Acquisition Corp II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2020, by and between CF Finance Acquisition Corp. II, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENTPrivate Placement Units Purchase Agreement • September 1st, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 26th day of August 2020, by and between CF Finance Acquisition Corp. II, a Delaware corporation (the “Company”), and CF Finance Holdings II, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place of business at 110 East 59th Street, New York, NY 10022.
SUBSCRIPTION AGREEMENTSubscription Agreement • January 11th, 2021 • CF Finance Acquisition Corp II • Flat glass • New York
In connection with the proposed business combination (the “Transaction”) between CF Finance Acquisition Corp. II, a Delaware corporation (the “Company”), and View, Inc., a Delaware corporation (“Target”), pursuant to that certain Agreement and Plan of Merger, dated as of November 30, 2020 (as the terms and conditions therein may be amended, modified or waived from time to time, the “Transaction Agreement”), by and among, the Company, Target and certain other parties named therein, GIC Private Ltd., a corporation formed under the laws of the Republic of Singapore (the “Subscriber”), wishes to purchase from the Company, and the Company wishes to issue and sell to the Subscriber, that number of shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Common Stock”), set forth on Annex A (the “Shares”) for a purchase price per Share set forth on Annex A (the “Purchase Price”). In connection therewith, the Subscriber and the Company agree as follows:
ContractExpense Advancement Agreement • August 14th, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among CF Finance Acquisition Corp. II, a Delaware corporation (the “Company”), and CF Finance Holdings II, LLC (the “Sponsor”).
Cantor Fitzgerald & Co. New York, New York 10022CF Finance Acquisition Corp II • September 1st, 2020 • Blank checks • New York
This is to confirm our agreement whereby CF Finance Acquisition Corp. II, 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. 333-241727) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • December 23rd, 2020 • CF Finance Acquisition Corp II • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is dated as of , 2019, and is by and among VIEW, INC., a Delaware corporation (the “Company”) and the indemnitee listed on the signature page hereto (the “Indemnitee”).
VIEW, INC. COMMON STOCK PURCHASE WARRANTView, Inc. • October 27th, 2022 • Flat glass • New York
THIS COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, RXR FP Services LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, to subscribe for and purchase from View, Inc., a Delaware corporation (the “Company”), 3,170,376 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”) (as subject to adjustment hereunder, the “Warrant Shares”). The Holder agrees that the Warrant Shares shall vest in equal tranches over the three-year period following the Initial Issuance Date, with one-third of the Warrant Shares vesting each year on the anniversary of the Initial Issuance Date (each anniversary, a “Vesting Date”); provided that all of the Warrant Shares shall vest immediately upon the occurrence of an Early Exercise Event (as defined below). The Holder may subscribe for and purchase the Warrant Shares that have vested and have not
INVESTMENT AGREEMENT by and among VIEW, INC. and the PURCHASERS Dated as of October 25, 2022Investment Agreement • October 27th, 2022 • View, Inc. • Flat glass • New York
This INVESTMENT AGREEMENT (this “Agreement”), is dated as of October 25, 2022 by and among View, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), and the several Purchasers listed on Schedule 1 hereto (together with their successors and permitted assigns, each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 12th, 2021 • View, Inc. • Flat glass
THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made and entered into as of March 8, 2021, and shall be effective as of the Closing (defined below), by and among (i) CF Finance Acquisition Corp. II, a Delaware corporation (the “Company”), (ii) CF Finance Holdings II, LLC, a Delaware limited liability company (the “Sponsor”) and (iii) each of the other undersigned individuals (together with the Sponsor and any person or entity who hereafter becomes a party to the Registration Rights Agreement (as defined below) pursuant to Section 5.2 of the Registration Rights Agreement, a “Holder” and collectively the “Holders”). Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Registration Rights Agreement.
EMPLOYMENT AGREEMENT RAO MULPURIEmployment Agreement • December 23rd, 2020 • CF Finance Acquisition Corp II • Blank checks • California
This EMPLOYMENT AGREEMENT (the “Agreement”), dated November 21, 2018, is entered into by and between View, Inc., a Delaware corporation (the “Company”), and Dr. Rao Mulpuri (“Executive”).
SEVERANCE AGREEMENT AND GENERAL RELEASESeverance Agreement and General Release • November 14th, 2023 • View, Inc. • Flat glass • California
This SEVERANCE AGREEMENT AND GENERAL RELEASE (this “Agreement”) is entered into by and between VIEW, INC. (the “Company”) and Martin Neumann (the “Employee”). The Company and Employee may collectively be referred to herein as the “Parties.”
AGREEMENT FOR STRATEGIC PLANNING AND CONSULTING SERVICESAgreement for Strategic Planning • October 27th, 2022 • View, Inc. • Flat glass • Delaware
THIS AGREEMENT (this “Agreement”) is entered into as of October 25, 2022 (the “Effective Date”) by and between RXR FP Services LLC, a Delaware limited liability company (“RXR Realty”), and View, Inc., a Delaware corporation (“View” and, each of RXR Realty and View, a “Party”).
CREDIT AGREEMENT Dated as of October 16, 2023 among VIEW, INC., as the Borrower THE FINANCIAL INSTITUTIONS PARTY HERETO, as Lenders, and CANTOR FITZGERALD SECURITIES, as Administrative Agent and Collateral AgentCredit Agreement • October 16th, 2023 • View, Inc. • Flat glass • New York
CREDIT AGREEMENT, dated as of October 16, 2023 (this “Agreement”), by and among View, Inc., a Delaware corporation (the “Borrower”), the Lenders from time to time party hereto, Cantor Fitzgerald Securities, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent” and together with the Administrative Agent, collectively, the “Agents”) for the Lenders.
PROGRAM SIDE AGREEMENT among VIEW, INC., as Company, and as Finance Provider Dated as of October 23, 2019Program Side Agreement • December 23rd, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
This PROGRAM SIDE AGREEMENT is dated as of October 23, 2019, among VIEW, INC., a Delaware corporation (the “Company”), and [*] (together with its successors, “[*]”, and together with its transferees and assigns (pursuant to a transfer or assignment made pursuant to and as permitted by Section 8.06, the “Finance Provider”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 30th, 2020 • CF Finance Acquisition Corp II • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2020, by and among CF Finance Holdings II, LLC, a Delaware limited liability company (“Sponsor”), CF Finance Acquisition Corp. II, a Delaware corporation (“Acquiror”), and View, Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among Acquiror, PVMS Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”), and the Company.
INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • January 26th, 2021 • CF Finance Acquisition Corp II • Flat glass • California
This Industrial Lease Agreement (this “Lease”) is made and entered into on May 31, 2012, by and between BRYAN FAMILY PARTNERSHIP II, LTD., a California limited partnership (“Landlord”), and SOLADIGM, INC., a Delaware corporation (“Tenant”), sometimes collectively referred to herein as “Parties”.
FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • January 26th, 2021 • CF Finance Acquisition Corp II • Flat glass
THIS AMENDMENT is made as of the Amendment Date (as hereinafter defined) by and between INDUSTRIAL NORTH AMERICAN PROPERTIES XI, LLC, a Delaware limited liability company (successor-in-interest to Industrial Developments International, Inc.) (“Landlord”) and VIEW, INC., a Delaware corporation (formerly known as Soladigm, Inc.) (“Tenant”).
RESTRUCTURING SUPPORT AGREEMENTRestructuring Support Agreement • April 2nd, 2024 • View, Inc. • Flat glass • New York
View, Inc. and the above-captioned debtors and debtors in possession (collectively, the “Debtors”), propose this joint prepackaged chapter 11 plan of reorganization (as modified, amended, or supplemented from time to time, the “Prepackaged Plan”) for the resolution of the outstanding claims against, and equity interests in, the Debtors. Although proposed jointly for administrative purposes, the Prepackaged Plan constitutes a separate Prepackaged Plan for each Debtor. Holders of Claims against, or Interests in, the Debtors may refer to the Disclosure Statement for a discussion of the Debtors’ history, businesses, assets, results of operations, historical financial information, projections of future operations, risk factors, a summary and analysis of this Prepackaged Plan, the releases and injunctions contained in the Prepackaged Plan, the Restructuring Transactions, and certain related matters. The Debtors are the proponents of the Prepackaged Plan within the meaning of section 1129 of
FIRST AMENDMENT TO INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • January 26th, 2021 • CF Finance Acquisition Corp II • Flat glass • California
This First Amendment to Industrial Lease Agreement (“First Amendment”), is made as of this seventh (7th) day of October, 2014, by and between 195 S. MILPITAS BOULEVARD, LLC, a California limited liability company (“Landlord”) and VIEW, INC., a Delaware corporation (“Tenant”).
THE SYMBOL “[*]” DENOTES PLACES WHERE CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT PURSUANT TO ITEM 601(b)(10) OF REGULATION S-K BECAUSE IT IS BOTH (i) NOT MATERIAL, AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED...CF Finance Acquisition Corp II • December 23rd, 2020 • Blank checks
This IPA shall commence on the date set out above, and shall end on the Termination Date. Termination or expiry of this IPA shall not affect or prejudice Funder’s right and remedies accrued up to such expiry or termination, including without limitation, unpaid Repayment Amounts which Maturity Dates fall on or after such expiry or termination.
LIMITED LIABILITY COMPANY AGREEMENT OF VIEW OPERATIONS, LLCLimited Liability Company Agreement • May 24th, 2024 • View, Inc. • Flat glass • Delaware
This limited liability company agreement (this “Agreement”) of View Operations, LLC, a Delaware limited liability company (formerly View, Inc., the “LLC”), is entered into by View TopCo, LLC, as the sole member (the “Member”), as of May 22, 2024.
VIEW, INC., as the Company, AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of October 26, 2022 6.00% / 9.00% Convertible Senior PIK Toggle Notes due 2027Execution Agreement • October 27th, 2022 • View, Inc. • Flat glass • New York
INDENTURE, dated as of October 26, 2022 between VIEW, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 30th, 2020 • CF Finance Acquisition Corp II • Blank checks
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2020, by and among (i) CF Finance Acquisition Corp. II, a Delaware corporation (the “Acquiror”) and (ii) the undersigned parties listed as “Investors” on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
ContractExpense Advancement Agreement • September 1st, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
THIS EXPENSE ADVANCEMENT AGREEMENT (this “Agreement”), dated as of August 26, 2020, is made and entered into by and among CF Finance Acquisition Corp. II, a Delaware corporation (the “Company”), and CF Finance Holdings II, LLC (the “Sponsor”).
CREDIT AGREEMENT Dated as of May 22, 2024 among VIEW TOPCO, LLC, as Holdings, VIEW OPERATIONS, LLC, as the Borrower, THE LENDERS PARTY HERETO, and CANTOR FITZGERALD SECURITIES, as Administrative Agent and Collateral AgentCredit Agreement • May 24th, 2024 • View, Inc. • Flat glass • New York
This CREDIT AGREEMENT, dated as of May 22, 2024 (this “Agreement”), is by and among View TopCo, LLC, a Delaware limited liability company (“Holdings”), View Operations, LLC, a Delaware limited liability company (the “Borrower”), the Term Lenders from time to time party hereto, Cantor Fitzgerald Securities, as administrative agent (in such capacity, the “Administrative Agent”) and as collateral agent (in such capacity, the “Collateral Agent” and together with the Administrative Agent, collectively, the “Agents”) for the Term Lenders.
AGREEMENT AND PLAN OF MERGER by and among CF FINANCE ACQUISITION CORP. II,Agreement and Plan of Merger • November 30th, 2020 • CF Finance Acquisition Corp II • Blank checks • Delaware
This Agreement and Plan of Merger, dated as of November 30, 2020 (this “Agreement”), is made and entered into by and among (i) CF Finance Acquisition Corp. II, a Delaware corporation (“Acquiror”), (ii) PVMS Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Acquiror (“Merger Sub”), and (iii) View, Inc., a Delaware corporation (the “Company”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • November 30th, 2020 • CF Finance Acquisition Corp II • Blank checks
THIS LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2020 by and among (i) CF Finance Acquisition Corp. II, a Delaware corporation (together with its successors, “Acquiror”), (ii) View, Inc., a Delaware corporation (the “Company”), and (iii) the undersigned (“Holder”). Any capitalized term used but not defined in this Agreement will have the meaning ascribed to such term in the Merger Agreement.
SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • January 26th, 2021 • CF Finance Acquisition Corp II • Flat glass
THIS SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENT (this “Second Amendment”) is made and entered into as of March 1, 2018, by and between INDUSTRIAL NORTH AMERICAN PROPERTIES XI, LLC, a Delaware limited liability company (“Landlord”), and VIEW, INC., a Delaware corporation (“Tenant”), formerly known as Soladigm, Inc.
STOCKHOLDER VOTING AGREEMENT by and among CF FINANCE ACQUISITION CORP. II and certain STOCKHOLDERS OF VIEW, INC. Dated as of November 30, 2020 STOCKHOLDER VOTING AGREEMENTStockholder Voting Agreement • November 30th, 2020 • CF Finance Acquisition Corp II • Blank checks
This STOCKHOLDER VOTING AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2020, by and among the persons identified on Schedule I hereto (each, a “Stockholder” and collectively the “Stockholders”) and CF Finance Acquisition Corp. II, a Delaware corporation (“Acquiror”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and Plan of Merger dated as of the date of this Agreement (as amended from time to time, the “Merger Agreement”) by and among Acquiror, PVMS Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Acquiror (“Merger Sub”) and View, Inc., a Delaware corporation (the “Company”).
SECOND AMENDMENT TO INDUSTRIAL LEASE AGREEMENTIndustrial Lease Agreement • January 26th, 2021 • CF Finance Acquisition Corp II • Flat glass • California
This Second Amendment to Industrial Lease Agreement (“Amendment”) is entered into as of the 2nd day of October, 2017 (“Effective Date”) by and between JEFFERSON FIELDS, LLC, a California limited liability company (“Landlord”) and VIEW, INC., a Delaware corporation (“Tenant”).
