Exhibit
10.7


 


CF
Finance Acquisition Corp. III


110
East 59th Street


New
York, NY 10022


November
12, 2020


 


CF
Finance Holdings III, LLC


110
East 59th Street


New
York, NY 10022





 


Re: Administrative
Services Agreement


 


Ladies
and Gentlemen:


 


This
letter agreement by and between CF Finance Acquisition Corp. III (the “Company”) and CF Finance Holdings III, LLC
(the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities
of the Company are first listed on the Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement
on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and
continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation
(in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”):


 


(i)
The Sponsor shall make available, or cause to be made available, to the Company, 110 East 59th Street, New York, NY 10022 (or
any successor location of the Sponsor), certain office space, utilities and secretarial and administrative support as may be reasonably
required by the Company. In exchange therefor, the Company shall pay the Sponsor the sum of $10,000 per month on the Listing Date
and continuing monthly thereafter until the Termination Date; and


 


(ii)
The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result
of, or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of
any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”)
as a result of, or arising out of, this letter agreement, and hereby irrevocably waives any Claim it may have in the future, which
Claim would reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account,
and further agrees not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any
monies or other assets in the Trust Account for any reason whatsoever.


 


This
letter agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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 amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


 


No
party hereto may assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior
written approval of the other party. 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 constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded
in contract, tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the
laws of the State of New York, without giving effect to its choice of law principles.


 


This
letter 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.


 


[Signature
Page Follows]



 






     


     


    

 


	 	Very
    truly yours,
	 	 
	 	CF
    Finance Acquisition Corp. iii
	 	 	 
	 	By:	/s/
    Howard W. Lutnick
	 	 	Name:	 Howard
    Lutnick
	 	 	Title:	Chief Executive
    Officer


 


AGREED
TO AND ACCEPTED BY:


 


CF
FINANCE HOLDINGS III, LLC


 


	By:	/s/
    Howard W. Lutnick	 
	 	Name: Howard Lutnick	 
	 	Title:   Chief
    Executive Officer 	 


  


[Signature
Page to Administrative Services Agreement – CF Finance Acquisition Corp. III]