REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of __________, 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”).
CF Corporation 1701 Village Center Circle, Las Vegas, Nevada 89134Securities Subscription Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
This agreement (the “Agreement”) is entered into on February 29, 2016 by and between CF Capital Partners, LLC, a New York limited liability company (the “Subscriber” or “you”), and CF Corporation, a Cayman Islands exempted company (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 2,875,000 Class B ordinary shares, $0.0001 par value per share (the “Shares”), up to 375,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of __________ (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”).
FORM OF WARRANT AGREEMENTWarrant Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of __________, 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”).
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ____________, by and between CF CORPORATION, a Cayman Islands exempted company (the “Company”), and _______________ (“Indemnitee”).
FORWARD PURCHASE AGREEMENTForward Purchase Agreement • April 21st, 2016 • CF Corp • Blank checks • Delaware
This Forward Purchase Agreement (this “Agreement”) is entered into as of April 18, 2016, between CF Corporation, a Cayman Islands exempted limited company (the “Company”), the party listed as the purchaser on the signature page hereof (the “Purchaser”) and, solely for the purposes of Section 6 hereof, CF Capital Growth, LLC (the “Sponsor”).
CF Corporation Las Vegas, Nevada 89134 Re: Initial Public Offering Ladies and Gentlemen:Underwriting Agreement • April 21st, 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
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 21st, 2016 • CF Corp • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of __________ by and between CF Corporation, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
CF CORPORATION Las Vegas, Nevada 89134Administrative Services Agreement • April 21st, 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”):
