Exhibit 10.1


 


[_______], 2018


 


CF Finance Acquisition Corp.


110 East 59th Street


New York, NY 10022 


 


	Re:	Initial Public Offering  


 


Ladies and Gentlemen:


 


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., 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 28,750,000 of the Company’s units (including up to 3,750,000 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 redeemable warrant. Each 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 registration statement on Form S-1 and
prospectus (the “Prospectus”) filed by the Company with the U.S. Securities and Exchange Commission (the
“Commission”) and the Company has applied to have the Units listed on The Nasdaq Capital Market. Certain
capitalized terms used herein are defined in paragraph 12 hereof.


 


In order to induce the Company and the Underwriters to enter into
the Underwriting Agreement and to proceed with the Public Offering and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each of CF Finance Holdings LLC (the “Sponsor”) and the
undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


		1.	The Sponsor and each Insider agrees that if the Company seeks stockholder approval of a proposed Business Combination, then
in connection with such proposed Business Combination, it, he or she shall (i) vote any shares of Capital Stock (including shares
of Common Stock underlying the Private Placement Units) owned by it, him or her in favor of any proposed Business Combination and
(ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval.



 


		2.	The Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
18 months from the closing of the Public Offering, or such later period approved by the Company’s stockholders in accordance
with the Company’s amended and restated certificate of incorporation (the “Charter”), the Sponsor
and each Insider shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available funds
therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering Shares”),
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account (net of taxes), less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’ rights
as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under
Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and each Insider agrees to
not propose any amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100% of
the Offering Shares if the Company does not complete a Business Combination within 18 months from the closing of the Public Offering,
unless the Company provides its public stockholders with the opportunity to redeem their shares of Common Stock upon approval of
any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (net of taxes), divided by the number of then outstanding Offering Shares.








     

     


    







	 	 	The Sponsor and each Insider acknowledges that it, he
or she has no right, title, interest or claim of any kind in or to any monies held in the Trust Account as a result of any liquidation
of the Company with respect to the Founder Shares or shares of Common Stock underlying the Private Placement Units held by it,
him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common Stock held by it, him or her,
if any, any redemption rights it, he or she may have in connection with the consummation of a Business Combination, including,
without limitation, any such rights available in the context of a stockholder vote to approve such Business Combination or a stockholder
vote to approve an amendment to the Charter to modify the substance or timing of the Company’s obligation to redeem 100%
of the Offering Shares if the Company has not consummated a Business Combination within the time period set forth in the Charter
or in the context of a tender offer made by the Company to purchase shares of Common Stock (although the Sponsor, the Insiders
and their respective current or future affiliates shall be entitled to redemption and liquidation rights with respect to any Offering
Shares it or they hold if the Company fails to consummate a Business Combination within 18 months from the date of the closing
of the Public Offering).
	 	 	 
		3.	(a) During the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, other
than to permitted transferees as described in paragraph 7(c) below, the Sponsor and each Insider shall not, without the prior written
consent of the Representatives, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase
or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate
or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, with respect
to any Units, shares of Common Stock, Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable
for, shares of Common Stock owned by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants
or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention
to effect any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior
to the effective date of any release or waiver, of the restrictions set forth in this paragraph 3 or paragraph 7 below, the Company
shall announce the impending release or waiver by press release through a major news service at least two business days before
the effective date of the release or waiver. Any release or waiver granted shall only be effective two business days after the
publication date of such press release. The provisions of this paragraph will not apply if the release or waiver is effected solely
to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms described in
this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer. If a discretionary
waiver, release or termination of any of the Founder Share restrictions (each, a “Lock-Up Waiver”) applicable to any
party subject to a lock-up agreement is granted, other than to the Company (each, a “Lock-Up Party”), then a substantively
identical Lock-Up Waiver shall be deemed to apply to each of the undersigned’s Founder Shares on a pro rata basis based on
the portion of the Lock-Up Parties’ Founder Shares that were granted the Lock-Up Waiver; provided that such pro rata waiver,
release or termination shall be in the same manner and on the same terms (including with respect to any conditions or provisos
that apply to such waiver or termination) from such restriction.
	 	 	 
	 	 	(b) The Sponsor shall not sell, transfer, assign, pledge
or hypothecate any of its Private Placement Units or securities issuable pursuant to the Forward Purchase Contract (or component
securities) or shares of Common Stock issuable upon the exercise of the warrants underlying the Private Placement Units or units
issuable pursuant to the Forward Purchase Contract, or subject any of such securities to any hedging, short sale, derivative, put,
or call transaction that would result in the effective economic disposition of such securities, except as provided in FINRA Rule
5110(g)(2).











     

     


    

 


		4.	In the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
within the time period set forth in the Charter, the Sponsor (the “Indemnitor”) agrees to indemnify and
hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited
to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether
pending or threatened) to which the Company may become subject as a result of any claim by (i) any third party for services rendered
or products sold to the Company or (ii) any prospective target business with which the Company has entered into a written letter
of intent, confidentiality or other similar agreement or Business Combination agreement (a “Target”); provided, however,
that such indemnification of the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims
by a third party or a Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.10 per Offering
Share and (ii) the actual amount per Offering Share held in the Trust Account as of the date of the liquidation of the Trust Account,
if less than $10.10 per Offering Share is then held in the Trust Account due to reductions in the value of the trust assets (net
of taxes), (y) shall not apply to any claims by a third party or a Target which executed a waiver of any and all rights to the
monies held in the Trust Account (whether or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s
indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended.
The Indemnitor shall have the right to defend against any such claim with counsel of its choice reasonably satisfactory to the
Company if, within 30 days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company
in writing that it shall undertake such defense.



 


		5.	To the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 3,750,000 Units
within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit, at
no cost, a number of Founder Shares in the aggregate equal to 937,500 multiplied by a fraction, (i) the numerator of which is 3,750,000
minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option, and (ii) the denominator
of which is 3,750,000. The forfeiture will be adjusted to the extent that the over-allotment option is not exercised in full by
the Underwriters so that the Initial Stockholders will own an aggregate of 20.0% of the Company’s issued and outstanding
shares of Capital Stock after the Public Offering (not including the shares underlying the Private Placement Units). For purposes
of clarification, nothing in this paragraph will impact the number of shares of Class A Common Stock purchased by the Sponsor as
part of the Forward Purchase Contract (as defined below).



 


		6.	(a) Each Insider that is an officer of the Company hereby agrees not to participate (other than the participation of an affiliate
of the Company as an underwriter) in the formation of, or become an officer or director of, any other special purpose acquisition
company with a class of securities registered under the Exchange Act until the Company has entered into a definitive agreement
regarding an initial Business Combination or unless the Company has failed to complete a Business Combination within the time period
set forth in the Charter.
	 	 	 
	 	 	(b) The Sponsor and each Insider hereby severally agrees
and acknowledges that: (i) the Underwriters and the Company would be irreparably injured in the event of a breach by the Sponsor
or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 6(a), 7(a), 7(b), and 9, as applicable, of this Letter
Agreement (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breaching party shall be entitled
to injunctive relief from the breaching party, in addition to any other remedy that such party may have in law or in equity against
the breaching party, in the event of such breach.



 


		7.	(a) The Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares or any of the 750,000 shares
of Common Stock issuable pursuant to the Forward Contract (or shares of Common Stock issuable upon conversion thereof) until the
earlier of (A) one year after the completion of the Company’s initial Business Combination and (B) subsequent to the Business
Combination, (x) if the last reported sale price of the Common Stock equals or exceeds $12.00 per share (as adjusted for stock
splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after the Company’s initial Business Combination or (y) the date on which the Company completes
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).



 




     

     


    




	 	 	(b) The Sponsor and each Insider agrees that it, he or
she shall not Transfer any Private Placement Units or any of the 3,000,000 units issuable pursuant to the Forward Contract (or
component securities or shares of Common Stock issuable upon the exercise of the warrants underlying the Private Placement Units),
until 30 days after the completion of a Business Combination (the “Private Placement Units Lock-up Period”,
together with the Founder Shares Lock-up Period, the “Lock-up Periods”).
	 	 	 
	 	 	(c) Notwithstanding the provisions set forth in paragraphs
7(a) and (b), Transfers of the Founder Shares, Private Placement Units or securities issuable pursuant to the Forward Purchase
Contract (or component securities or shares of Common Stock issuable upon the exercise of the warrants underlying the Private Placement
Units or units issuable pursuant to the Forward Purchase Contract) that are held by the Sponsor, any Insider or any of their permitted
transferees (that have complied with this paragraph 7(c)), are permitted (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 or any current or future affiliate
of the Sponsor or to any member(s), officers, directors or employees of the Sponsor or any of its current or future affiliates;
(b) in the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary
of which is a member of such individual’s immediate family, any current or future affiliate of such individual or to a charitable
organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of such individual; (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 shares or units were originally purchased; (f) in the event of the Company’s
liquidation prior to the completion of an initial 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 permitted transferees must enter into a written agreement with the Company
agreeing to be bound by the transfer restrictions herein.
	 	 	 
		8.	The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership
in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended
or revoked. Each Insider’s biographical information furnished to the Company (including any such information included in
the Prospectus) is true and accurate in all material respects and does not omit any material information with respect to the Insider’s
background. Each Insider’s questionnaire furnished to the Company is true and accurate in all material respects. Each Insider
represents and warrants that: it, he or she is not subject to or a respondent in any legal action for, any injunction, cease-and-desist
order or order or stipulation to desist or refrain from any act or practice relating to the offering of securities in any jurisdiction;
it, he or she has never been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial
transaction or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is
not currently a defendant in any such criminal proceeding.



 


		9.	The Sponsor has entered into a forward purchase contract (the “Forward Purchase Contract”) to purchase
at least 3,000,000 Units and 750,000 shares of Common Stock at a price per Unit of $10.00 per Unit, in a transaction exempt from
the registration requirements of the Securities Act (the “Private Placement”). The Private Placement
will be completed concurrently with the completion of the initial Business Combination. Neither the Company nor the Sponsor may
waive the obligation of the undersigned to complete the Private Placement in accordance with this Section 9 pursuant
to the terms of the Forward Purchase Contract.



 




     

     


    




		10.	Except as disclosed in the Prospectus, neither the Sponsor nor any officer, nor any current or future affiliate of the Sponsor
or any officer, nor any director of the Company, shall receive from the Company any finder’s fee, reimbursement, consulting
fee, monies in respect of any repayment of a loan or other compensation prior to, or in connection with any services rendered in
order to effectuate, the consummation of the Company’s initial Business Combination (regardless of the type of transaction
that it is), other than the following, none of which will be made from the proceeds held in the Trust Account prior to the completion
of the initial Business Combination: repayment of a loan and advances up to an aggregate of $300,000 made to the Company by the
Sponsor; payment of $25,000 quarterly to each of the Company’s independent directors (including directors to be appointed
following the consummation of the Public Offering) for services rendered as board members; reimbursement for any reasonable out-of-pocket
expenses related to identifying, investigating and consummating an initial Business Combination; repayment of loans, including
the $750,000 loan commitment made by the Sponsor for working capital, on such terms as to be determined by the Company from time
to time, made by the Sponsor or any of the Company’s officers or directors to finance transaction costs in connection with
an intended initial Business Combination, provided, that, if the Company does not consummate an initial Business Combination, a
portion of the working capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as
no proceeds from the Trust Account are used for such repayment; payment to the Representative of its underwriting discount, marketing
fee (pursuant to the Business Combination Marketing Agreement, dated as of the date hereof, by and between the Company and the
Representative), fees for any financial advisory, placement agency or other similar investment banking services the Representative
may provide to the Company in the future, and reimbursement of the Representative for any out-of-pocket expenses incurred by it
in connection with the performance of such services; and repayment of the loan to be made by the Sponsor in an amount up to $2,875,000
(the “Sponsor Loan”) but only in the event the Company consummates the Business Combination. Up to $1,500,000
of such loans (not including the Sponsor Loan) may be convertible into warrants at a price of $1.00 per warrant at the option of
the lender. Such warrants would be identical to the warrants underlying the Private Placement Units, including as to exercise price,
exercisability and exercise period.



 


		11.	The Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
Agreement and, as applicable, to serve as a director on the board of directors of the Company and hereby consents to being named
in the Prospectus as a director of the Company.



 


		12.	As used herein, (i) “Business Combination” shall mean a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more
businesses; (ii) “Capital Stock” shall mean, collectively, the Common Stock and the
Founder Shares; (iii) “Founder Shares” shall mean (a) the 7,187,500 shares of the
Company’s Class B common stock, par value $0.0001 per share, initially issued to the Sponsor (up to 937,500 Shares of which
are subject to complete or partial forfeiture by the Sponsor if the over-allotment option is not exercised by the Underwriters)
for an aggregate purchase price of $50,383, or approximately $0.007 per share, prior to the consummation of the Public Offering;
(iv) “Initial Stockholders” shall mean the Sponsor and any Insider that holds Founder
Shares; (v) “Private Placement Units” shall mean the 600,000 units,
each unit consisting of one share of Common Stock and one warrant to purchase one share of Common Stock that the Sponsor has agreed
to purchase for an aggregate purchase price of $6,000,000, or $10.00 per unit, in a private placement that shall occur simultaneously
with the consummation of the Public Offering; (vi) “Public Stockholders” shall mean
the holders of securities issued in the Public Offering; (vii) “Trust Account” shall
mean the trust fund into which a portion of the net proceeds of the Public Offering shall be deposited; and (viii) “Transfer”
shall mean the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase
or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position
or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act and
the rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether
any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention
to effect any transaction specified in clause (a) or (b).



 


		13.	The Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance
in an amount and type that is appropriate for a blank check company such as the Company, and each Director shall be covered by
such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any of the
Company’s directors or officers.



 




     

     


    




		14.	This Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
hereof and supersedes all prior understandings, agreements, or representations by or among the parties hereto, written or oral,
to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement
may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except
by a written instrument executed by all parties hereto except any waiver need only be executed by the party waiving its rights
hereunder.



 


		15.	No party hereto may assign, in whole or in part, either this Letter Agreement or any of its rights, interests, or obligations
hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall
be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter
Agreement shall be binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.



 


		16.	Nothing in this Letter Agreement shall be construed to confer upon, or give to, any person or entity other than the parties
hereto, any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns and
permitted transferees.



 


		17.	This Letter Agreement may be executed in any number of original or facsimile or other electronic 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.



 


		18.	This Letter 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 Letter 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 Letter
Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.



 


		19.	This Letter Agreement shall be governed by and construed and enforced in accordance with 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.
The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way to, this
Letter Agreement shall be brought and enforced in the federal or state courts of New York City, in the State of New York, and irrevocably
submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to such exclusive
jurisdiction and venue or that such courts represent an inconvenient forum.



 


		20.	Any notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall
be in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
by hand delivery or facsimile transmission.



 


		21.	This Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation of
the Company; provided, however, that this Letter Agreement shall earlier terminate in the event that the Public Offering is not
consummated and closed by March 31, 2019; provided further that paragraph 4 of this Letter Agreement shall survive such liquidation.



 


[Signature Page Follows]


 




     

     


    

 


	 	Sincerely,
	 	 
	 	CF FINANCE HOLDINGS LLC
	 	 	 
	 	By:	 
	 	 	Name:  
	 	 	Title: 


 


	 	By:	 
	 	 	Name:  


 


	 	By:	 
	 	 	Name:  


 


	 	By:	 
	 	 	Name:  


 


	 	By:	 
	 	 	Name:  


 


	 	By:	 
	 	 	Name:  


 


	 	By:	 
	 	 	Name:  


 


	Acknowledged and Agreed:	 
	 	 
	CF FINANCE ACQUISITION CORP.	 
	 	 	 
	By:	 	 
	 	Name: 	 
	 	Title: 	 


 


[Signature Page to Letter Agreement –
CF Finance Acquisition Corp. (Insider Letter)]