UNDERWRITING AGREEMENT between CF FINANCE ACQUISITION CORP. II and CANTOR FITZGERALD & CO. Dated: _____________, 2020Underwriting Agreement • August 14th, 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 • August 14th, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 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 • August 14th, 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 52,500,000 of the Company’s units (including up to 7,875,000 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 • August 14th, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
THIS REGISTRATION RIGHTS 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”), 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 • August 14th, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 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 • August 14th, 2020 • CF Finance Acquisition Corp II • Blank checks • New York
This PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the [__] day of [______] 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.
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 • August 14th, 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”).
