Exhibit 10.9


 


THIS PROMISSORY NOTE (“NOTE”)
AND THE SECURITIES INTO WHICH THE NOTE MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE “SECURITIES ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE.  THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT
ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT
AND APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY
THAT SUCH REGISTRATION IS NOT REQUIRED.


PROMISSORY NOTE 


	Principal Amount:  Up to $2,875,000.00 	Dated as of [_____], 2018
	 	New York, New York


 


CF Finance Acquisition
Corp., a Delaware corporation (the “Maker”), hereby promises to pay to the order of CF Finance
Holdings LLC (the “Payee”) or its registered assigns or successors in interest, the principal sum of up to
Two Million Eight Hundred Seventy Five Thousand Dollars ($2,875,000.00) in lawful money of the United States of America, on
the terms and conditions described below.  Except for the optional conversions described below in Section 15, all
payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by
the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of
this Note.


 


1.            Principal. The
principal balance of this Note shall be payable by Maker on the date (the “Maturity Date”) on which Maker consummates
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with
one or more businesses (the “Business Combination”). The principal balance may not be prepaid, and is only
payable upon consummation by the Maker of the Business Combination. Under no circumstances shall any individual, including but
not limited to any officer, director, employee or shareholder of the Maker, be obligated personally for any obligations or liabilities
of the Maker hereunder. If a Business Combination is not consummated, this Note will be extinguished.


 


2.            Interest. No
interest shall accrue or be charged by Payee on the unpaid principal balance of this Note.


 


3.            Drawdown
Requests. Maker and Payee agree that Maker may request Two Million Five Hundred Thousand Dollars ($2,500,000) to fund
the trust account established in connection with the Maker’s initial public offering (the “Trust Account”)
to a value of $10.10 per public share sold in such initial public offering (the “Trust Account Funding Level”),
on the date of the consummation of such offering, solely for deposit into the Trust Account. The remaining undrawn principal of
this Note may be drawn down on the date of the consummation of the underwriter’s over-allotment option in connection with
the IPO (which may be the date identified in the first sentence of this Section 3), solely for deposit into the Trust Account to
ensure that the Trust Account Funding Level is maintained at $10.10 per share sold in the Maker’s initial public offering,
in an amount proportionate to the exercise of such over-allotment option. Once an amount is drawn down under this Note, it shall
not be available for future drawdown. No fees, payments or other amounts shall be due to Payee in connection with, or as a result
of, any payments under this Note.


 


4.            Application
of Payments; No Repayment. All payments (or conversions into units, as applicable) shall be applied first to payment in
full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s
fees and then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
In the event no Business Combination is consummated by the Maker within the time prescribed in the Maker’s amended and restated
certificate of incorporation, as amended from time to time, the principal balance hereunder held in the Trust Account, as well
as any interest earned thereon, shall be distributed solely to the Maker’s public stockholders upon the Maker’s liquidation
or dissolution.


 




    			 



     


    




5.            Events
of Default. The occurrence of any of the following shall constitute an event of default, but only following the date of
the consummation of a Business Combination and to the extent any amounts under this Note remain outstanding (“Event of
Default”):


 


(a)           Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified above or issue units pursuant to Section 15 hereof, if so elected by Payee.


 


(b)           Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


  


(c)           Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


6.            Remedies.


 


(a)           Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)           Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 


7.            Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, or any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.            Notices. All
notices, statements or other documents which are required or contemplated by this Note shall be made: (i) in writing and delivered
personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission
to the address designated in writing, (ii) by facsimile to the number most recently provided to such party or such other address
or fax number as may be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently
provided to such party or such other electronic mail address as may be designated in writing by such party.  Any notice
or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the
business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after
delivery to an overnight courier service or five (5) days after mailing if sent by mail.







    			 



     


    

 





10.            Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES
THEREOF.


 


11.          Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.          Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any right, title, interest or claim
of any kind (“Claim”) in or to any distribution of or from the Trust Account, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever; provided, however,
that if the Maker completes its Business Combination, the Maker shall repay the principal balance of this Note, which may be out
of the proceeds released to the Maker from the Trust Account.


 


13.          Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.


 


14.          Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void; provided, however, that this Note shall be freely assignable by the Payee to any assignee, subject to any
applicable securities laws.


 


15.          Optional
Conversion Into Units.


 


(a)          At
the Payee’s option, on the Maturity Date, the Payee may elect to convert all or any portion of this Note into that number
of units (the “Conversion Units”) equal to: (i) the portion of the principal amount of the Note being converted
pursuant to this Section 15, divided by (ii) $10.00, rounded up to the nearest whole number. Each Conversion Unit shall have the
same terms and conditions as the units issued by the Maker pursuant to a private placement to Payee, as described in Maker’s
Registration Statement on Form S-1 (333-[______]), including the transfer restrictions applicable thereto. The Conversion Units,
the shares of Common Stock and warrants underlying the Conversion Units, and the shares of Common Stock underlying such warrants,
and any other equity security of Maker issued or issuable with respect to the foregoing by way of a stock dividend or stock split
or in connection with a combination of shares, recapitalization, amalgamation, consolidation or reorganization (the “Unit
Securities”), shall be entitled to the registration rights set forth in that certain registration rights agreement between
the Maker and the parties thereto, dated as of December [___], 2018.


 


(b)          Upon
any complete or partial conversion of the principal amount of this Note, (i) such principal amount shall be so converted and such
converted portion of this Note shall become fully paid and satisfied, (ii) the Payee shall surrender and deliver this Note, duly
endorsed, to Maker or such other address which Maker shall designate against delivery of the Conversion Units, (iii) Maker shall
promptly deliver a new duly executed Note to the Payee in the principal amount that remains outstanding, if any, after any such
conversion and (iv) in exchange for all or any portion of the surrendered Note, Maker shall, within five (5) business days following
receipt by Maker of Payee’s election to convert this Note pursuant to this Section 15, deliver to Payee the Conversion Units,
which shall bear such legends as are required, in the opinion of counsel to Maker or by any other agreement between Maker and the
Payee and applicable state and federal securities laws.


 


(c)          The
Payee shall pay any and all issue and other taxes that may be payable with respect to any issue or delivery of the Conversion Units
upon conversion of this Note pursuant hereto; provided, however, that the Payee shall not be obligated to pay any transfer taxes
resulting from any transfer requested by the Payee in connection with any such conversion.


  


(d)          The
Conversion Units shall not be issued upon conversion of this Note unless such issuance and such conversion comply with all applicable
provisions of law.


 


[Signature Page Follows]


 




    			 



     


    




IN WITNESS WHEREOF, Maker, intending
to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written. 


 


	 	CF Finance Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


[Signature Page to the Promissory Note
by CF Finance Acquisition Corp. in favor of CF Finance Holdings, LLC for up to $2,875,000]