Exhibit 4.4


 


WARRANT AGREEMENT


 


THIS WARRANT AGREEMENT (this “Agreement”),
dated as of [______], 2018, is by and between CF Finance Acquisition Corp., 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”).


 


WHEREAS, on [_______], 2018, the Company entered
into that certain Private Placement Units Purchase Agreement with CF Finance Holdings LLC, a Delaware limited liability company
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 600,000 units, each
unit consisting of one share of Common Stock (as defined below) and one warrant, simultaneously with the closing of the Offering
(as defined below), such warrants bearing the legend set forth in Exhibit B hereto (the “Private Placement Warrants”),
at a purchase price of $10.00 per unit; and


 


WHEREAS, in order to fund the trust account
in connection with the Company’s initial public offering, the Sponsor has agreed to loan to the Company $2,500,000 (or $2,875,000
if the underwriter’s over-allotment is exercised in full), which may be convertible into units, each unit consisting of one
share of Common Stock and one warrant, such warrants bearing the legend set forth in Exhibit B hereto (“Sponsor
Loan Warrants”), at a purchase price of $10.00 per unit; and


 


WHEREAS, in order to finance the Company’s
transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor has committed to
loan $750,000 to the Company, and the Sponsor or an affiliate of the Sponsor or certain of the Company’s executive officers
and directors may, but are not obligated to, loan to the Company additional funds as the Company may require, of which up to $1,500,000
of such loans may be convertible into up to an additional 1,500,000 warrants at a price of $1.00 per warrant, such warrants bearing
the legend set forth in Exhibit B hereto (the “Working Capital Warrants”); and


 


WHEREAS, the Company is engaged in an initial
public offering (the “Offering”) of units of the Company’s equity securities, each such unit comprised
of one share of Common Stock and one redeemable Public Warrant (as defined below) (the “Units”) and,
in connection therewith, has determined to issue and deliver up to 25,000,000 warrants (or up to 28,750,000 warrants if the underwriter’s
over-allotment is exercised in full) to public investors in the Offering (the “Public Warrants”);
and


 


WHEREAS, the Company has entered into that certain
Forward Purchase Contract, dated as of [______], 2018, with the Sponsor, pursuant to which the Sponsor has agreed to purchase 3,000,000
Units, each such Unit comprised of one share of Common Stock and one warrant, such warrants bearing the legend set forth in Exhibit B hereto
(the “Forward Purchase Warrants”), and 750,000 shares of Common Stock, such purchase to occur simultaneously
with the Company’s initial Business Combination. Each Warrant entitles the holder thereof to purchase one share of Common
Stock of the Company, par value $0.0001 per share (“Common Stock”), for $11.50 per share, subject to
adjustment as described herein; and


 


WHEREAS, the Company has filed with the Securities
and Exchange Commission (the “Commission”) a registration statement on Form S-1, File No. 333-[_______]
(the “Registration Statement”) and prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”),
of the Units and the Public Warrants and the Common Stock included in the Units; and


 


WHEREAS, following consummation of the Offering,
the Company may issue additional warrants (“Post-IPO Warrants” and together with the Private Placement
Warrants, the Sponsor Loan Warrants, the Working Capital Warrants, the Forward Purchase Warrants and the Public Warrants, the “Warrants”)
in connection with, or following the consummation by the Company of, a Business Combination; and


 


WHEREAS, the Company desires the Warrant Agent
to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer,
exchange, redemption and exercise of the Warrants; and


 




    			 



     


    




WHEREAS, the Company desires to provide for
the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the respective rights, limitation
of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and things have been done
and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned by or on behalf
of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution
and delivery of this Agreement.


 


NOW, THEREFORE, in consideration of the mutual
agreements herein contained, the parties hereto agree as follows:


 


1. Appointment of Warrant Agent.
The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts
such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.


 


2. Warrants.


 


2.1 Form of Warrant. Each
Warrant shall be issued in registered form only, and, if a physical certificate is issued, shall be in substantially the form of Exhibit
A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature of,
the Chairman of the Board, President, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of
the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the
capacity in which such person signed the Warrant before such Warrant is issued, it may be issued with the same effect as if he
or she had not ceased to be such at the date of issuance. All of the Public Warrants shall initially be represented by one or more
book-entries (each, a “Book-Entry Warrant Certificate”).


 


2.2 Effect of Countersignature.
If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a Warrant
certificate shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.3 Registration.


 


2.3.1 Warrant Register. The
Warrant Agent shall maintain books (the “Warrant Register”) for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent
shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance
with instructions delivered to the Warrant Agent by the Company. All of the Public Warrants shall initially be represented by one
or more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”)
and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial interests in the Public Warrants
shall be shown on, and the transfer of such ownership shall be effected through, records maintained by (i) the Depositary or its
nominee for each Book-Entry Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such institution,
with respect to a Warrant in its account, a “Participant”).


 


If the Depositary subsequently ceases to make
its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding making
other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary
to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the Depositary
to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company shall instruct the Warrant
Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (each, a “Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit A,
with appropriate insertions, modifications and omissions.


 


2.3.2 Registered Holder. Prior
to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person
in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on a Definitive Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any
exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary.


 




    			 



     


    




2.4 Detachability of Warrants.
The Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the
Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City
are generally open for normal business (a “Business Day”), then on the immediately
succeeding Business Day following such date, or earlier (the “Detachment Date”) with
the consent of Cantor Fitzgerald & Co., as representative of the several underwriters of the Offering, but in no event shall
the Common Stock and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a current
report on Form 8-K with the Commission containing an audited balance sheet reflecting the receipt by the Company of the gross
proceeds of the Offering, including the proceeds received by the Company from the exercise by the underwriters of their right to
purchase additional Units in the Offering (the “Over-allotment Option”), if the Over-allotment
Option is consummated prior to the filing of the Form 8-K, and (B) the Company issues a press release and files with
the Commission a current report on Form 8-K announcing when such separate trading shall begin. 


 


2.5 Private Placement Warrants, Sponsor
Loan Warrants, Working Capital Warrants and Forward Purchase Warrants. The Private Placement Warrants, the Sponsor Loan Warrants,
the Working Capital Warrants and the Forward Purchase Warrants shall be identical to the Public Warrants, except that so long as
they are held by the Sponsor or any Permitted Transferees (as defined below), as applicable, the Private Placement Warrants, the
Sponsor Loan Warrants, the Working Capital Warrants and the Forward Purchase Warrants: (i) may be exercised for cash or on
a cashless basis, pursuant to subsection 3.3.1(c) hereof, (ii) may not be transferred, assigned or sold until
thirty (30) days after the completion by the Company of an initial Business Combination, and (iii) shall not be redeemable
by the Company; provided, however, that in the case of (ii), the Private Placement Warrants, the Sponsor
Loan Warrants, the Working Capital Warrants and the Forward Purchase Warrants and any shares of Common Stock held by the Sponsor
or any Permitted Transferees, as applicable, and issued upon exercise of the Private Placement Warrants, the Sponsor Loan Warrants,
the Working Capital Warrants and the Forward Purchase Warrants may be transferred by the holders thereof:


 


(a) to the Company’s officers or directors,
any current or future affiliate or family member of any of the Company’s officers or directors, any current or future affiliate
of the Sponsor or to any member(s), directors, officers or employees of the Sponsor or any of their current or future affiliates;


 


(b) in the case of an individual, by gift
to a member such individual’s immediate family or to a trust, the beneficiary of which is a member of such individual’s
immediate family, a current or future affiliate of such individual or to a charitable organization;


 


(c) in the case of an individual, by virtue
of the laws of descent and distribution upon death of such person;


 


(d) in the case of an individual, pursuant
to a qualified domestic relations order;


 


(e) by private sales or transfers made in
connection with any forward purchase agreement or similar arrangement or in connection with the consummation of an initial Business
Combination at prices no greater than the price at which the Warrants were originally purchased;


 


(f) in the event of the Company’s liquidation
prior to consummation of the Company’s Business Combination; or


 


(g) by virtue of the laws of the state of
Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; provided, however,
that, in the case of clauses (a) through (e) or (g), these transferees (the “Permitted Transferees”)
enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.


 




    			 



     


    




2.6 Sponsor Loan Warrants, Working
Capital Warrants and Forward Purchase Warrants. Each of the Sponsor Loan Warrants, Working Capital Warrants and Forward Purchase
Warrants shall be identical to the Private Placement Warrants.


 


2.7 Post-IPO Warrants. The Post-IPO
Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants except as may be agreed
upon by the Company.


 


3. Terms and Exercise of Warrants.


 


3.1 Warrant Price. Each Warrant
shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from
the Company the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided
in Section 4 hereof and in the last sentence of this Section 3.1. The term “Warrant
Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time
a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date
(as defined below) for a period of not less than twenty (20) Business Days, provided, that the Company shall provide at least
twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and, provided further that any
such reduction shall be identical among all of the Warrants. 


 


3.2 Duration of Warrants. A Warrant
may be exercised only during the period (the “Exercise Period”) commencing on the
later of: (i) the date that is thirty (30) days after the first date on which the Company completes a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one
or more businesses (a “Business Combination”), and (ii) the date that is twelve
(12) months from the date of the closing of the Offering, and terminating at 5:00 p.m., New York City time on the earlier
to occur of: (x) the date that is five (5) years after the date on which the Company completes its initial Business Combination,
(y) the liquidation of the Company, or (z) other than with respect to the Private Placement Warrants, the Sponsor Loan
Warrants, the Working Capital Warrants and the Forward Purchase Warrants, the Redemption Date (as defined below) as provided in Section 6.2 hereof
(the “Expiration Date”); provided, however, that the
exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below
with respect to an effective registration statement. Except with respect to the right to receive the Redemption Price (as defined
below) (other than with respect to a Private Placement Warrant, a Sponsor Loan Warrant, a Working Capital Warrant or a Forward
Purchase Warrant) in the event of a redemption (as set forth in Section 6 hereof), each outstanding Warrant
(other than a Private Placement Warrant, a Sponsor Loan Warrant, a Working Capital Warrant or a Forward Purchase Warrant in the
event of a redemption) not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights
in respect thereof under this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Company in
its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided, that the Company
shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants and,
provided further that any such extension shall be identical in duration among all the Warrants.


 


3.3 Exercise of Warrants.


 


3.3.1 Payment. Subject to the
provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the
Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Book-Entry Warrant Certificate, the Warrants to be exercised (the “Book-Entry Warrants”)
on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by
the Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”)
shares of Common Stock pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the reverse
of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant Certificate, properly delivered by the Participant
in accordance with the Depositary’s procedures, and (iii) payment in full of the Warrant Price for each full share of Common
Stock as to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant,
the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of Common Stock, as follows:


 




    			 



     


    




(a) by certified check payable to the order
of the Warrant Agent or by wire transfer;


 


(b) in the event of a redemption pursuant
to Section 6 hereof in which the Company’s board of directors (the “Board”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value”, as defined in this subsection 3.3.1(b) by (y) the Fair Market Value. Solely for purposes of this subsection
3.3.1(b) and Section 6.3, the “Fair Market Value” shall mean the average last reported sale
price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the notice of
redemption is sent to the holders of the Warrants, pursuant to Section 6 hereof;


 


(c) with respect to any Private Placement
Warrant, Sponsor Loan Warrant, Working Capital Warrant or Forward Purchase Warrant, so long as such Private Placement Warrant,
Sponsor Loan Warrant, Working Capital Warrant or Forward Purchase Warrant is held by the Sponsor or a Permitted Transferee, as
applicable, by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the
product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price
and the “Fair Market Value”, as defined in this subsection 3.3.1(c), by (y) the Fair Market Value.
Solely for purposes of this subsection 3.3.1(c), the “Fair Market Value” shall mean the average last reported
sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which notice
of exercise of the Warrant is sent to the Warrant Agent; or


 


(d) as provided in Section 7.4 hereof. 


 


3.3.2 Issuance of Shares of Common
Stock on Exercise. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment of the
Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of
such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common Stock to which he, she
or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant shall not have been
exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares of Common Stock
as to which such Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry Warrant Certificate
are exercised, a notation shall be made to the records maintained by the Depositary, its nominee for each Book-Entry Warrant Certificate,
or a Participant, as appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding the foregoing,
the Company shall not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no
obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the shares
of Common Stock underlying the Public Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s
satisfying its obligations under Section 7.4. No Warrant shall be exercisable and the Company shall not be obligated
to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant exercise has been
registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state of residence
of the Registered Holder of the Warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have
no value and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase
price for the Unit solely for the shares of Common Stock underlying such Unit. In no event will the Company be required to net
cash settle the Warrant exercise. The Company may require holders of Public Warrants to settle the Warrant on a “cashless
basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”,
the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share of
Common Stock, the Company shall round down to the nearest whole number, the number of shares of Common Stock to be issued to such
holder. Notwithstanding anything herein to the contrary, for as long as any of the Private Warrants, Sponsor Loan Warrants, Working
Capital Warrants that may be issued upon conversion of the $750,000 note issued by the Company to the Sponsor in connection with
the Offering or Forward Purchase Warrants are held by the Sponsor or its designees or affiliates, such Warrants may not be exercised
after five years from the effective date of the Registration Statement.


 




    			 



     


    




3.3.3 Valid Issuance. All shares
of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be validly issued, fully paid
and non-assessable.


 


3.3.4 Date of Issuance. Each person
in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is issued shall for all purposes
be deemed to have become the holder of record of such shares of Common Stock on the date on which the Warrant, or book-entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such
certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share
transfer books of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become
the holder of such shares of Common Stock at the close of business on the next succeeding date on which the share transfer books
or book-entry system are open.


 


3.3.5 Maximum Percentage. A holder
of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection
3.3.5; provided, however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless
he, she or it makes such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the
holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect
to such exercise, such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would
beneficially own in excess of 4.9% or 9.8% (or such other amount as specified by the holder) (the “Maximum Percentage”)
of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence,
the aggregate number of shares of Common Stock beneficially owned by such person and its affiliates shall include the number of
shares of Common Stock issuable upon exercise of the Warrant with respect to which the determination of such sentence is being
made, but shall exclude shares of Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion
of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted
portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation,
any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to
the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership
shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
For purposes of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number
of outstanding shares of Common Stock as reflected in (1) the Company’s most recent annual report on Form 10-K,
quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may
be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent
setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of the holder
of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of
shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after
giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date
as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the holder of a Warrant
may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in
such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st)
day after such notice is delivered to the Company.


 


4. Adjustments.


 


4.1 Stock Dividends.


 


4.1.1 Split-Ups. If after the
date hereof, and subject to the provisions of Section 4.6 below, the number of outstanding shares of Common
Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up of shares of Common Stock or other similar
event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Common Stock issuable
on exercise of each Warrant shall be increased in proportion to such increase in the outstanding shares of Common Stock. A rights
offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price less than the “Fair
Market Value” (as defined below) shall be deemed a stock dividend of a number of shares of Common Stock equal to the product
of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable under any other equity securities
sold in such rights offering that are convertible into or exercisable for the Common Stock) and (ii) one (1) minus the
quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Fair Market Value.
For purposes of this subsection 4.1.1, (i) if the rights offering is for securities convertible into or exercisable
for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “Fair Market Value”
means the volume weighted last reported average price of the Common Stock as reported during the ten (10) trading day period
ending on the trading day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the
applicable market, regular way, without the right to receive such rights.


 




    			 



     


    




4.1.2 Extraordinary Dividends.
If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash,
securities or other assets to the holders of the Common Stock on account of such shares of Common Stock (or other shares of the
Company’s capital stock into which the Warrants are convertible), other than (a) as described in subsection
4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders
of the Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the
holders of Common Stock in connection with a stockholder vote to amend the Company’s amended and restated certificate of
incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares of Common
Stock if the Company does not complete the Business Combination within the period set forth in the Company’s amended and
restated certificate of incorporation or (e) in connection with the redemption of public shares of Common Stock upon the failure
of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon its liquidation
(any such non-excluded event being referred to herein as an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Board, in good faith) of any securities or other assets paid
on each share of Common Stock in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2, “Ordinary Cash Dividends”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
cash dividends and cash distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such
dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and
excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of shares of
Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price of the Units in the Offering). 


 


4.2 Aggregation of Shares. If
after the date hereof, and subject to the provisions of Section 4.6 hereof, the number of outstanding shares
of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Common Stock
or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or
similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased in proportion to such
decrease in outstanding shares of Common Stock.


 


4.3 Adjustments in Exercise Price.
Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in subsection
4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator
of which shall be the number of shares of Common Stock so purchasable immediately thereafter.


 




    			 



     


    




4.4 Replacement of Securities upon
Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common Stock (other
than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 hereof or
that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company
with or into another entity or conversion of the Company as another entity (other than a consolidation or merger in which the
Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares
of Common Stock), or in the case of any sale or conveyance to another entity of the assets or other property of the Company as
an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants
and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise
of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior
to such event (the “Alternative Issuance” ); provided, however,
that in connection with the closing of any such consolidation, merger, sale or conveyance, the successor or purchasing entity
shall execute an amendment hereto with the Warrant Agent providing for delivery of such Alternative Issuance;  provided, further,
that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities,
cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets
constituting the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average
of the kind and amount received per share by the holders of the Common Stock in such consolidation or merger that affirmatively
make such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders
of the Common Stock (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights
held by stockholders of the Company as provided for in the Company’s amended and restated certificate of incorporation or
as a result of the repurchase of shares of Common Stock by the Company if a proposed initial Business Combination is presented
to the stockholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer,
the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act
(or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the
meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such
affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor
rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive as the Alternative
Issuance, the highest amount of cash, securities or other property to which such holder would actually have been entitled as a
stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in this Section 4; provided, further, that if less than 70% of the consideration
receivable by the holders of the Common Stock in the applicable event is payable in the form of common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or
is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the
Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars)
(but in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus
(ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below).
The “Black-Scholes Warrant Value” means the value of a Warrant
immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call
on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating such amount, (1) Section 6 of
this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be the volume weighted last
reported average price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior
to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from the
HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining
term of the Warrant. “Per Share Consideration” means (i) if
the consideration paid to holders of the Common Stock consists exclusively of cash, the amount of such cash per share of Common
Stock, and (ii) in all other cases, the volume weighted last reported average price of the Common Stock as reported during
the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event. If any reclassification
or reorganization also results in a change in shares of Common Stock covered by subsection 4.1.1, then such adjustment
shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.4.
The provisions of this Section 4.4 shall similarly apply to successive reclassifications, reorganizations,
mergers or consolidations, sales or other transfers. In no event will the Warrant Price be reduced to less than the par value
per share issuable upon exercise of the Warrant.


 




    			 



     


    




4.5 Notices of Changes in Warrant.
Upon every adjustment of the Warrant Price or the number of shares of Common Stock issuable upon exercise of a Warrant, the Company
shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
and the increase or decrease, if any, in the number of shares of Common Stock purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.4, the
Company shall give written notice of the occurrence of such event to each Registered Holder, at the last address set forth for
such holder in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any
defect therein, shall not affect the legality or validity of such event.


 


4.6 No Fractional Shares. Notwithstanding
any provision contained in this Agreement to the contrary, the Company shall not issue fractional shares of Common Stock upon the
exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such
exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.


 


4.7 Form of Warrant. The
form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants issued
after such adjustment may state the same Warrant Price and the same number of shares of Common Stock as is stated in the Warrants
initially issued pursuant to this Agreement; provided, however, that the Company may at any time in its
sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance
thereof, and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or
otherwise, may be in the form as so changed.


 


4.8 Other Events. In case any
event shall occur affecting the Company as to which none of the provisions of preceding subsections of this Section 4 are
strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse impact
on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case, the
Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary,
the terms of such adjustment. The Company shall adjust the terms of the Warrants in a manner that is consistent with any adjustment
recommended in such opinion. 


 


5. Transfer and Exchange of Warrants.


 


5.1 Registration of Transfer.
The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender
of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed and accompanied
by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants
so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.


 


5.2 Procedure for Surrender of Warrants.
Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant
Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided
herein or in any Book-Entry Warrant Certificate or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive
Warrant Certificate may be transferred only in whole and only to the Depositary, to another nominee of the Depositary, to a successor
depository, or to a nominee of a successor depository; provided further, however, that in the
event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants, the
Sponsor Loan Warrants, the Working Capital Warrants and the Forward Purchase Warrants), the Warrant Agent shall not cancel such
Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating
that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.


 


5.3 Fractional Warrants. The
Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in the issuance of a
warrant certificate or book-entry position for a fraction of a warrant.


 




    			 



     


    




5.4 Service Charges. No service
charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5 Warrant Execution and Countersignature.
The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants
required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the
Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.


 


5.6 Transfer of Warrants. Prior
to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is
included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each
transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding
the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and
after the Detachment Date.


 


6. Redemption.


 


6.1 Redemption. Subject to Section 6.4 hereof,
not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time while they are exercisable
and prior to their expiration, at the office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described
in Section 6.2 below, at the price of $0.01 per Warrant (the “Redemption Price”),
provided that the last sales price of the Common Stock reported has been at least $18.00 per share (subject to adjustment in compliance
with Section 4 hereof), on each of twenty (20) trading days within the thirty (30) trading-day
period ending on the third trading day prior to the date on which notice of the redemption is given and provided that there is
an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus
relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.2 below) or
the Company has elected to require the exercise of the Warrants on a “cashless basis” pursuant to subsection
3.3.1; provided, however, that if and when the Public Warrants become redeemable by the Company, the Company may not exercise
such redemption right if the issuance of shares of Common Stock upon exercise of the Public Warrants is not exempt from registration
or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. 


 


6.2 Date Fixed for, and Notice of,
Redemption. In the event that the Company elects to redeem all of the Warrants, the Company shall fix a date for the redemption
(the “Redemption Date”). Notice of redemption shall be mailed by first class mail,
postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”)
to the Registered Holders of the Warrants to be redeemed at their last addresses as they shall appear on the registration books.
Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered
Holder received such notice.


 


6.3 Exercise After Notice of Redemption.
The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with subsection 3.3.1(b) of
this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.2 hereof
and prior to the Redemption Date. In the event that the Company determines to require all holders of Warrants to exercise their
Warrants on a “cashless basis” pursuant to subsection 3.3.1, the notice of redemption shall contain the
information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the “Fair Market Value” (as such term is defined in subsection 3.3.1(b) hereof) in such case. On
and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender
of the Warrants, the Redemption Price.


 




    			 



     


    




6.4 Exclusion of Certain Warrants.
The Company agrees that the redemption rights provided in this Section 6 shall not apply to the Private Placement
Warrants, the Sponsor Loan Warrants, the Working Capital Warrants, the Forward Purchase Warrants or the Post-IPO Warrants (if such
Post-IPO Warrants provide that they are non-redeemable by the Company) if at the time of the redemption such Private Placement
Warrants, Sponsor Loan Warrants, Working Capital Warrants, Forward Purchase Warrants or Post-IPO Warrants continue to be held by
the Sponsor or any Permitted Transferees, as applicable. However, once such Private Placement Warrants, Sponsor Loan Warrants,
Working Capital Warrants, Forward Purchase Warrants or Post-IPO Warrants are transferred (other than to Permitted Transferees under Section 2.5),
the Company may redeem the Private Placement Warrants, the Sponsor Loan Warrants, the Working Capital Warrants, the Forward Purchase
Warrants or the Post-IPO Warrants, provided that the criteria for redemption are met, including the opportunity of the holder of
such Private Placement Warrants, Sponsor Loan Warrants, Working Capital Warrants, Forward Purchase Warrants or Post-IPO Warrants
to exercise the Private Placement Warrants, the Sponsor Loan Warrants, the Working Capital Warrants, the Forward Purchase Warrants
or the Post-IPO Warrants prior to redemption pursuant to Section 6.3. Private Placement Warrants, Sponsor Loan
Warrants, Working Capital Warrants, Forward Purchase Warrants or Post-IPO Warrants (if such Post-IPO Warrants provide that they
are non-redeemable by the Company) that are transferred to persons other than Permitted Transferees shall upon such transfer cease
to be Private Placement Warrants, Sponsor Loan Warrants, Working Capital Warrants, Forward Purchase Warrants or Post-IPO Warrants
and shall become Public Warrants under this Agreement.


 


7. Other Provisions Relating to Rights
of Holders of Warrants.


 


7.1 No Rights as Stockholder.
A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the Company, including, without
limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to
receive notice as stockholders in respect of the meetings of stockholders or the election of directors of the Company or any other
matter.


 


7.2 Lost, Stolen, Mutilated, or Destroyed
Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to
indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any
such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3 Reservation of Common Stock.
The Company shall at all times reserve and keep available a number of its authorized but unissued shares of Common Stock that shall
be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement. 


 


7.4 Registration of Common Stock;
Cashless Exercise at Company’s Option.


 


7.4.1 Registration of the Common Stock.
The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business Days after the closing of
its initial Business Combination, it shall use its commercially reasonable best efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants.
The Company shall use its commercially reasonable best efforts to cause the same to become effective and to maintain the effectiveness
of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with
the provisions of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following
the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the 61st
Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the Commission, and during any other period when the Company shall fail to have maintained an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,”
by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act (or any successor rule) or another
exemption) for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market
Value” (as defined below) by (y) the Fair Market Value. Solely for purposes of this subsection 7.4.1, “Fair
Market Value” shall mean the volume weighted last reported average price of the Common Stock as reported during the ten (10) trading
day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder
of such Warrants or its securities broker or intermediary. The date that notice of cashless exercise is received by the Warrant
Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public
Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for the Company (which shall be
an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a cashless basis in accordance
with this subsection 7.4.1 is not required to be registered under the Securities Act and (ii) the shares
of Common Stock issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is
not an affiliate (as such term is defined in Rule 144 under the Securities Act (or any successor rule)) of the Company and,
accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance
of any doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be obligated
to comply with its registration obligations under the first three sentences of this subsection 7.4.1.


 




    			 



     


    




7.4.2 Cashless Exercise at Company’s
Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that
it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act (or any
successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to exercise
such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act (or any
successor rule) as described in subsection 7.4.1 and (ii) in the event the Company so elects, the Company
shall not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of
the Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this Agreement to the contrary. If the Company
does not elect at the time of exercise to require a holder of Public Warrants who exercises Public Warrants to exercise such Public
Warrants on a “cashless basis,” it agrees to use its commercially reasonable best efforts to register or qualify for
sale the Common Stock issuable upon exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising
Public Warrant holder to the extent an exemption is not available.


 


8. Concerning the Warrant Agent and
Other Matters.


 


8.1 Payment of Taxes. The Company
shall from time to time promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect
of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the Company shall not be obligated
to pay any transfer taxes in respect of the Warrants or such shares of Common Stock.


 


8.2 Resignation, Consolidation, or
Merger of Warrant Agent.


 


8.2.1 Appointment of Successor Warrant
Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further
duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the
Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor
Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days
after it has been notified in writing of such resignation or incapacity by the Warrant Agent, then the holder of any Warrant may
apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations. 


 


8.2.2 Notice of Successor Warrant
Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor
Warrant Agent and the Transfer Agent for the Common Stock not later than the effective date of any such appointment.


 


8.2.3 Merger or Consolidation of
Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated or any corporation
resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under
this Agreement without any further act.


 




    			 



     


    




8.3 Fees and Expenses of Warrant Agent.


 


8.3.1 Remuneration. The Company
agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to
its obligations under this Agreement, reimburse the Warrant Agent upon demand for all reasonable and documented third party expenditures
that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2 Further Assurances. The
Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all
such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out
or performing of the provisions of this Agreement.


 


8.4 Liability of Warrant Agent.


 


8.4.1 Reliance on Company Statement.
Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any
fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless
other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by
a statement signed by the Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement
for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.


 


8.4.2 Indemnity. The Warrant Agent
shall be liable hereunder only for its own fraud, gross negligence, willful misconduct, bad faith or breach of this Agreement.
The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs
and reasonable counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except for any
amounts arising out of, in connection with or resulting from the Warrant Agent’s fraud, gross negligence, willful misconduct,
bad faith or breach of this Agreement.


 


8.4.3 Exclusions. The Warrant
Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or execution
of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company
of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make
any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method,
or amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall
it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of
Common Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued,
be valid and fully paid and non-assessable. 


 


8.5 Acceptance of Agency. The
Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the terms and conditions
herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently
account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common Stock through
the exercise of the Warrants.


 


8.6 Waiver. The Warrant Agent
has no right of set-off or any other right, title, interest or claim of any kind (“Claim”) in, or to
any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date
hereof, by and between the Company and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse, reimbursement,
payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby irrevocably
waives any and all Claims against the Trust Account, including any monies therein or any distribution therefrom, and any and all
rights to seek access to the Trust Account.


 




    			 



     


    




9. Miscellaneous Provisions.


 


9.1 Successors. All the covenants
and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit
of their respective successors and assigns.


 


9.2 Notices. Any notice, statement
or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company
shall be sufficiently given when so delivered if by hand or overnight delivery, one business day after delivery to an overnight
courier servicer, or if sent by certified mail or private courier service within five (5) days after deposit of such notice,
postage prepaid, in each case addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:


 


CF Finance Acquisition Corp.


110 East 59th Street


New York, NY 10022


Attention: [_____]


 


Any notice, statement or demand authorized by this Agreement to
be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently given when so
delivered if by hand or overnight delivery, one business day after delivery to an overnight courier servicer, or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, in each case addressed
(until another address is filed in writing by the Warrant Agent with the Company), as follows:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attention: Compliance Department


 


9.3 Applicable Law. The validity,
interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State
of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws
of another jurisdiction. Each party hereby agrees that any action, proceeding or claim against it arising out of or relating in
any way to this Agreement shall be brought and enforced in the courts of the State of New York in the Borough of Manhattan or the
United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. Each of the parties hereby waives any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.


 


9.4 Persons Having Rights under this
Agreement. Nothing in this Agreement shall be construed to confer upon, or give to, any person or corporation other than the
parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of
any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements
contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and assigns
and of the Registered Holders of the Warrants. 


 


9.5 Examination of the Warrant Agreement.
A copy of this Agreement shall be available at all reasonable times at the office of the Warrant Agent in the Borough of Manhattan,
City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder
to submit such holder’s Warrant for inspection by the Warrant Agent.


 


9.6 No Waiver of Rights, Powers and
Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this Agreement, and no course
of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of such party. No single or
partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any abandonment or discontinuance of
steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise
of any other right, power or remedy hereunder. The election of any remedy by a party hereto shall not constitute a waiver of the
right of such party to pursue other available remedies. No notice to or demand on a party not expressly required under this Agreement
shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other circumstances
or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances
without such notice or demand.







    			 



     


    




9.7 Counterparts. This Agreement may
be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed
to be an original, and all such counterparts shall together constitute but one and the same instrument. In the event that any signature
is delivered by facsimile transmission or any other form of electronic delivery, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature
page were an original thereof.


 


9.8 Effect of Headings. The section
headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation thereof.


 


9.9 Amendments. This Agreement
may be amended by the parties hereto without the consent of any Registered Holder (i) for the purpose of curing any ambiguity,
or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions with
respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders, and (ii) to provide for the delivery of Alternative
Issuance pursuant to Section 4.4. All other modifications or amendments, including any amendment to increase the Warrant Price
or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, Sponsor Loan Warrants, Working
Capital Warrants or Forward Purchase Warrants, shall require the vote or written consent of the Registered Holders of 65% of the
then outstanding Public Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration
of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of
the Registered Holders.


 


9.10 Severability. This Agreement
shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity
or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable
term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms
to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


[Signature Page Follows]


 




    			 



     


    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first above written.


  


	 	CF FINANCE ACQUISITION CORP.
	 	 
	 	By:	        
	 	Name:	 
	 	Title:	 
	 	 
	 	CONTINENTAL STOCK TRANSFER 

& TRUST COMPANY, as Warrant Agent
	 	 
	 	By:	
	 	Name:	 
	 	Title:	 


 


[Signature Page to Warrant Agreement]


 




    			 



     


    

 


EXHIBIT A


 


[Form of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants


 


THIS WARRANT SHALL BE VOID IF NOT EXERCISED
PRIOR TO


THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR


IN THE WARRANT AGREEMENT DESCRIBED BELOW


 


CF FINANCE ACQUISITION CORP.


Incorporated Under the Laws of the State of Delaware


 


CUSIP 12528N 115


 


Warrant Certificate


 


This Warrant Certificate certifies that                    ,
or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants” and
each, a “Warrant”) to purchase shares of Class A common stock, $0.0001 par value per share (“Common Stock”),
of CF Finance Acquisition Corp., a Delaware corporation (the “Company”). Each Warrant entitles the
holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that
number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


Each Warrant is initially exercisable for one
fully paid and non-assessable share of Common Stock. No fractional shares will be issued upon exercise of any Warrant. If,
upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in a share of Common Stock, the Company
will, upon exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to the Warrant holder.
The number of shares of Common Stock issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


The initial Exercise Price per share of Common
Stock for any Warrant is equal to $11.50 per share. The Exercise Price is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


Subject to the conditions set forth in the Warrant
Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised by the end of such Exercise
Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant
Agreement.


 


Reference is hereby made to the further provisions
of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect
as though fully set forth at this place.


 


This Warrant Certificate shall not be valid
unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement. 


 




    			 



     


    

 


This Warrant Certificate shall be governed
by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles
thereof.


 





	 	CF FINANCE ACQUISITION CORP.








 


	 	By:	 
	 	Name:	 
	 	Title:	 



 





	 	CONTINENTAL STOCK TRANSFER
	 	& TRUST COMPANY, as Warrant Agent







 


	 	By:	 
	 	Name:	 
	 	Title:	 


 




    			 



     


    




 


[Form of Warrant Certificate]


 


[Reverse]


 


The Warrants evidenced by this Warrant Certificate
are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares of Common Stock and are issued
or to be issued pursuant to a Warrant Agreement dated as of                 ,
2018 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”),
which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for
a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company
and the holders (the words “holders” or “holder” meaning the Registered Holders
or Registered Holder) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request
to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them
in the Warrant Agreement.


 


Warrants may be exercised at any time during
the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate may exercise
them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed,
together with payment of the Exercise Price as specified in the Warrant Agreement (or through “cashless exercise” as
provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding anything else in this Warrant
Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration statement
covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in
the Warrant Agreement.


 


The Warrant Agreement provides that upon the
occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants set forth on the face
hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled
to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole
number of shares of Common Stock to be issued to the holder of the Warrant.


 


Warrant Certificates, when surrendered at the
principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or
attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement,
but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor evidencing in
the aggregate a like number of Warrants.


 


Upon due presentation for registration of transfer
of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates of like tenor
and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant
Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.


 


The Company and the Warrant Agent may deem and
treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding any notation
of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof,
and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither
the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.


 




    			 



     


    

 


Election to Purchase


 


(To Be Executed Upon Exercise of Warrant)


 


The undersigned hereby irrevocably elects to
exercise the right, represented by this Warrant Certificate, to receive                 
shares of Common Stock and herewith tenders payment for such shares of Common Stock to the order of CF Finance Acquisition Corp.
(the “Company”) in the amount of $         in accordance with the
terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of                 ,
whose address is                  and that such
shares of Common Stock be delivered to                 
                 whose address is                 . If
said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests
that a new Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of                 ,
whose address is                         
and that such Warrant Certificate be delivered to                 ,
whose address is                 .


 


In the event that the Warrant has been called
for redemption by the Company pursuant to Section 6 of the Warrant Agreement and the Company has required
cashless exercise pursuant to Section 6.3 of the Warrant Agreement, the number of shares of Common Stock
that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(b) and Section 6.3 of
the Warrant Agreement.


 


In the event that the Warrant is a Private Placement
Warrant, Sponsor Loan Warrant, Working Capital Warrant or Forward Purchase Warrant that is to be exercised on a “cashless”
basis pursuant to subsection 3.3.1(c) of the Warrant Agreement, the number of shares of Common Stock that
this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.


 


In the event that the Warrant is to be exercised
on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of shares
of Common Stock that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of
the Warrant Agreement.


 


In the event that the Warrant may be exercised,
to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares of Common Stock that this
Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement,
to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder
(after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining
balance of such shares of Common Stock be registered in the name of                 ,
whose address is                         
and that such Warrant Certificate be delivered to                 ,
whose address is                 .


 


[Signature Page Follows]


 




    			 



     


    

 


	
         Date:                ,
20    
	 	 
	 	 	(Signature)
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	(Address)
	 	 	 
	 	 	 
	 	 	(Tax Identification Number)
	Signature Guaranteed:	 	 
	 	 	 
	 	 	 


 


THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).


 




    			 



     


    

 


EXHIBIT B


 


LEGEND


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED
OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS
OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE
LETTER AGREEMENT BY AND AMONG CF FINANCE ACQUISITION CORP. (THE “COMPANY”), CF FINANCE HOLDINGS LLC AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS
AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT
REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING
WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF CLASS A
COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION
RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”