Exhibit 10.5


 


PRIVATE
PLACEMENT UNITS PURCHASE AGREEMENT


 


This
PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT (this “Agreement”) is made as of the 12th day of November
2020, by and between CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and CF
Finance Holdings III, LLC, a Delaware limited liability company (the “Subscriber”), with a principal place
of business at 110 East 59th Street, New York, NY 10022.


 


WHEREAS,
the Company desires to sell to Subscriber on a private placement basis (the “Offering”) an aggregate of 500,000
units (the “Units”) of the Company, each Unit comprised of one share of Class A common stock of the Company,
par value $0.0001 per share (“Common Stock”), and one-third of one warrant to purchase one share of Common
Stock (“Warrant”), for a purchase price of $5,000,000, or $10.00 per Unit. The shares of Common Stock underlying
the Warrants are hereinafter referred to as the “Warrant Shares”. The shares of Common Stock underlying
the Units (excluding the Warrant Shares) are hereinafter referred to as the “Placement Shares.” The Warrants
underlying the Units are hereinafter referred to as the “Placement Warrants.” The Units, Placement
Shares, Placement Warrants and Warrant Shares, collectively, are hereinafter referred to as the “Securities.” Each
Placement Warrant is exercisable to purchase one share of Common Stock at an exercise price of $11.50 per share during the period
commencing on the later of (i) twelve (12) months from the date of the closing of the Company’s initial public offering
of units (the “IPO”) and (ii) 30 days following the consummation of the Company’s initial business combination
(the “Business Combination”), as such term is defined in the registration statement in connection with the
IPO, as amended at the time it becomes effective (the “Registration Statement”), and expiring on the fifth
anniversary of the consummation of the Business Combination; and


 


WHEREAS,
Subscriber wishes to purchase 500,000 Units for a purchase price of $5,000,000 and the Company wishes to accept such subscription
from Subscriber.


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Company and Subscriber hereby agree as follows:


 


1.  Agreement
to Subscribe


 


1.1.
Purchase and Issuance of the Units. Upon the terms and subject to the conditions of this Agreement, Subscriber hereby agrees to
purchase from the Company, and the Company hereby agrees to sell to Subscriber, on the Closing Date (as defined below) the Units
in consideration of the payment of the Purchase Price (as defined below). On the Closing Date, the Company shall deliver (via
book entry) to Subscriber the Securities purchased.


 


1.2.
 Purchase Price. As payment in full for the Units being purchased under this Agreement, Subscriber shall
pay an aggregate of $5,000,000 (the “Purchase Price”) by wire transfer of immediately available funds or by
such other method as may be reasonably acceptable to the Company, to the trust account (the “Trust Account”)
at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer & Trust Company, acting
as trustee (“Continental”), no later than the Closing Date (as defined below).


 


1.3. 
Closing. The closing of the purchase and sale of the Units shall take place simultaneously with the closing of the IPO (the “Closing
Date”). The closing of the purchase and sale of the Units shall take place at the offices of Ellenoff Grossman &
Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York, 10105, or such other place as may be
agreed upon by the parties hereto.


 


1.4
 Termination. This Agreement and each of the obligations of the undersigned shall be null and void
and without effect if the IPO does not close prior to March 31, 2021.


 


2.  Representations
and Warranties of Subscriber


 


Subscriber
represents and warrants to the Company that:


 


2.1. No Government Recommendation or Approval. Subscriber understands that no federal or state agency has passed upon
or made any recommendation or endorsement of the Company or the Offering of the Securities.


 






     


     


    

 


2.2. Accredited Investor. Subscriber represents that it is an “accredited investor” as such term is defined in Rule 501(a)
of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and acknowledges that
the sale contemplated hereby is being made in reliance, among other things, on a private placement exemption to “accredited
investors” under the Securities Act and similar exemptions under state law.


 


2.3. Intent. Subscriber is purchasing the Securities solely for investment purposes, for Subscriber’s own account
(and/or for the account or benefit of its members or affiliates, as permitted, pursuant to the terms of an agreement (the “Insider
Letter”) to be entered into with respect to the Securities between, among others, Subscriber and the Company,
as described in the Registration Statement), and not with a view to the distribution thereof and Subscriber has no present arrangement
to sell the Securities to or through any person or entity except as may be permitted under the Insider Letter. Subscriber
shall not engage in hedging transactions with regard to the Securities unless in compliance with the Securities Act.


 


2.4. 
Restrictions on Transfer. Subscriber acknowledges and understands the Units are being offered in a transaction not
involving a public offering in the United States within the meaning of the Securities Act. The Securities have not
been registered under the Securities Act and, if in the future Subscriber decides to offer, resell, pledge or otherwise transfer
the Securities, such Securities may be offered, resold, pledged or otherwise transferred only (A) pursuant to an effective
registration statement filed under the Securities Act, (B) pursuant to an exemption from registration under Rule 144 promulgated
under the Securities Act, if available, or (C) pursuant to any other available exemption from the registration requirements
of the Securities Act, and in each case in accordance with any applicable securities laws of any state or any other jurisdiction.
Notwithstanding the foregoing, Subscriber acknowledges and understands the Securities are subject to transfer restrictions as
described in Section 8 hereof. Subscriber agrees that if any transfer of its Securities or any interest therein is proposed to
be made, as a condition precedent to any such transfer, Subscriber may be required to deliver to the Company an opinion of counsel
satisfactory to the Company with respect to such transfer. Absent registration or another available exemption from registration,
Subscriber agrees it will not resell the Securities (unless otherwise permitted pursuant to the Insider Letter, as described in
the Registration Statement). Subscriber further acknowledges that because the Company is a shell company, Rule 144
may not be available to Subscriber for the resale of the Securities until the one year anniversary following consummation of the
Business Combination of the Company, despite technical compliance with the requirements of Rule 144 and the release or waiver
of any contractual transfer restrictions.


 


2.5. Sophisticated
Investor.


 


(i) Subscriber
is sophisticated in financial matters and is able to evaluate the risks and benefits of the investment in the Securities.


 


(ii)
Subscriber is aware that an investment in the Securities is highly speculative and subject to substantial risks because, among
other things, the Securities are subject to transfer restrictions and have not been registered under the Securities Act and therefore
cannot be sold unless subsequently registered under the Securities Act or an exemption from such registration is available. Subscriber
is able to bear the economic risk of its investment in the Securities for an indefinite period of time.


 


2.6. Independent
Investigation. Subscriber, in making the decision to purchase the Units, has relied upon an independent investigation
of the Company and has not relied upon any information or representations made by any third parties or upon any oral or written
representations or assurances from the Company, its officers, directors or employees or any other representatives or agents of
the Company, other than as set forth in this Agreement. Subscriber is familiar with the business, operations and financial condition
of the Company and has had an opportunity to ask questions of, and receive answers from the Company’s officers and directors
concerning the Company and the terms and conditions of the offering of the Units and has had full access to such other information
concerning the Company as Subscriber has requested. Subscriber confirms that all documents that it has requested have been made
available and that Subscriber has been supplied with all of the additional information concerning this investment which Subscriber
has requested.


 






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2.7 Organization
and Authority. Subscriber is duly organized, validly existing and in good standing under the laws of the State of Delaware
and it possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.


 


2.8. Authority.
This Agreement has been validly authorized, executed and delivered by Subscriber and is a valid and binding agreement enforceable
in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement
of creditors’ rights generally.


 


2.9. 
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions
contemplated hereby do not violate, conflict with or constitute a default under (i) Subscriber's charter documents, (ii) any
agreement or instrument to which Subscriber is a party or (iii) any law, statute, rule or regulation to which Subscriber is subject,
or any agreement, order, judgment or decree to which Subscriber is subject.


 


2.10. 
No Legal Advice from Company. Subscriber acknowledges it has had the opportunity to review this Agreement and the transactions
contemplated by this Agreement and the other agreements entered into between the parties hereto with Subscriber’s own legal
counsel and investment and tax advisors. Except for any statements or representations of the Company made in this Agreement
and the other agreements entered into between the parties hereto, Subscriber is relying solely on such counsel and advisors and
not on any statements or representations of the Company or any of its representatives or agents for legal, tax or investment advice
with respect to this investment, the transactions contemplated by this Agreement or the securities laws of any jurisdiction.


 


2.11. 
Reliance on Representations and Warranties. Subscriber understands the Units are being offered and sold to Subscriber
in reliance on exemptions from the registration requirements under the Securities Act, and analogous provisions in the laws and
regulations of various states, and that the Company is relying upon the truth and accuracy of the representations, warranties,
agreements, acknowledgments and understandings of Subscriber set forth in this Agreement in order to determine the applicability
of such provisions.


 


2.12. 
No General Solicitation. Subscriber is not subscribing for the Units as a result of or subsequent to any general solicitation
or general advertising, including but not limited to any advertisement, article, notice or other communication published in any
newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting or in a registration
statement with respect to the IPO filed with the Securities and Exchange Commission (“SEC”).


 


2.13. 
Legend. Subscriber acknowledges and agrees the certificates evidencing each of the Securities shall bear a restrictive
legend (the “Legend”), in form and substance substantially as set forth in Section 4 hereof.


 


3.  Representations,
Warranties and Covenants of the Company


 


The
Company represents and warrants to, and agrees with, Subscriber that:


 


3.1. 
Valid Issuance of Capital Stock. The total number of shares of all classes of capital stock which the Company has authority to
issue is 230,000,000 shares of common stock, including 200,000,000 shares of Common Stock and 30,000,000 shares of Class B common
stock, $0.0001 par value per share (“Class B Common Stock”), and 1,000,000 shares of preferred
stock, $0.0001 par value per share (“Preferred Stock”). As of the date hereof, the Company has issued and outstanding
5,750,000 shares of Class B Common Stock (of which up to 750,000 shares are subject to forfeiture as described in the Registration
Statement), no shares of Class A Common Stock and no shares of Preferred Stock. All of the issued shares of capital stock of the
Company have been duly authorized, validly issued, and are fully paid and non-assessable.


 


3.2 
Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and that certain warrant
agreement to be entered into between the Company and Continental, as warrant agent (the “Warrant Agreement”),
each of the Placement Shares and Warrant Shares will be duly and validly issued, fully paid and non-assessable. On the date of
issuance of the Units, the Warrant Shares shall have been reserved for issuance. Upon issuance in accordance with, and payment
pursuant to, the terms hereof and the Warrant Agreement, Subscriber will have or receive good title to the Units, Placement Shares
and Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
hereunder and pursuant to the Insider Letter and (ii) transfer restrictions under federal and state securities laws.


 






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3.3. 
Organization and Qualification. The Company is a corporation duly incorporated, validly existing and in good standing under the
laws of the State of Delaware and has the requisite corporate power to own its properties and assets and to carry on its business
as now being conducted.


 


3.4. 
Authorization; Enforcement. (i) The Company has the requisite corporate power and authority to enter into and perform its
obligations under this Agreement and to issue the Securities in accordance with the terms hereof, (ii) the execution, delivery
and performance of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been
duly authorized by all necessary corporate action, and no further consent or authorization of the Company or its Board of Directors
or stockholders is required, (iii) this Agreement constitutes valid and binding obligations of the Company enforceable against
the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution
may be limited by federal and state securities laws or principles of public policy, (iv) the Units, when issued and delivered
in the manner set forth herein, will constitute valid and binding obligations of the Company enforceable against the Company in
accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance,
moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and
remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution may
be limited by federal and state securities laws or principles of public policy and (v) the Placement Warrants, when issued and
delivered in the manner set forth herein, will constitute valid and binding obligations of the Company enforceable against the
Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent
conveyance, moratorium, reorganization, or similar laws relating to, or affecting generally the enforcement of, creditors’
rights and remedies or by equitable principles of general application and except as enforcement of rights to indemnity and contribution
may be limited by federal and state securities laws or principles of public policy.


 


3.5. 
No Conflicts. The execution, delivery and performance of this Agreement and the consummation by the Company of the transactions
contemplated hereby do not (i) result in a violation of the Company’s certificate of incorporation or by-laws, (ii) conflict
with, or constitute a default under any agreement or instrument to which the Company is a party or (iii) any law, statute, rule
or regulation to which the Company is subject or any agreement, order, judgment or decree to which the Company is subject. Other
than any SEC or state securities filings which may be required to be made by the Company subsequent to the closing of the IPO,
and any registration statement which may be filed pursuant thereto, the Company is not required under federal, state or local
law, rule or regulation to obtain any consent, authorization or order of, or make any filing or registration with, any court or
governmental agency or self-regulatory entity in order for it to perform any of its obligations under this Agreement or issue
the Units, Placement Shares, Warrants or the Warrant Shares in accordance with the terms hereof.


 


4.  Legends


 


4.1. Legend.
The Company will issue the Units, Placement Shares and Warrants, and when issued, the Warrant Shares, purchased by Subscriber
in the name of Subscriber. The Securities will bear the following Legend and appropriate “stop transfer” instructions:


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE SECURITIES LAWS AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR SUCH LAWS OR AN EXEMPTION
FROM REGISTRATION UNDER THE SECURITIES ACT AND SUCH LAWS WHICH, IN THE OPINION OF COUNSEL FOR THIS CORPORATION, IS AVAILABLE.”


 


“THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO LOCKUP PURSUANT TO AN INSIDER LETTER BETWEEN, AMONG OTHERS, CF FINANCE
ACQUISITION CORP. III AND CF FINANCE HOLDINGS III, LLC AND MAY ONLY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED
DURING THE TERM OF THE LOCKUP PURSUANT TO THE TERMS SET FORTH IN THE INSIDER LETTER.”


 






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4.2. 
Subscriber’s Compliance. Nothing in this Section 4 shall affect in any way Subscriber’s obligations and agreements
to comply with all applicable securities laws upon resale of the Securities.


 


4.3. 
Company’s Refusal to Register Transfer of the Securities. The Company shall refuse to register any transfer of
the Securities, if in the sole judgment of the Company such purported transfer would not be made (i) pursuant to an effective
registration statement filed under the Securities Act, or pursuant to an available exemption from the registration requirements
of the Securities Act and (ii) in compliance herewith and with the Insider Letter.


 


4.4 
Registration Rights. Subscriber will be entitled to certain registration rights which will be governed by a registration
rights agreement (“Registration Rights Agreement”) to be entered into between, among others, Subscriber and
the Company, on or prior to the effective date of the Registration Statement. 


 


5. Waiver
of Liquidation Distributions.


 


In
connection with the Securities purchased pursuant to this Agreement, Subscriber hereby waives any and all right, title, interest
or claim of any kind in or to any distributions of the amounts in the Trust Account with respect to the Securities, whether (i)
in connection with the exercise of redemption rights if the Company consummates the Business Combination, (ii) in connection with
any tender offer conducted by the Company prior to a Business Combination, (iii) upon the Company’s redemption of shares
of Common Stock sold in the Company’s IPO upon the Company’s failure to timely complete the Business Combination or
(iv) in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of
incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
Business Combination or to redeem 100% of the Company’s public shares if the Company does not timely complete the Business
Combination or (B) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity. In
the event Subscriber purchases shares of Common Stock in the IPO or in the aftermarket, any additional shares so purchased shall
be eligible to receive the redemption value of such shares of Common Stock upon the same terms offered to all other purchasers
of Common Stock in the IPO in the event the Company fails to consummate the Business Combination.


 


6.  Terms
of Placement Warrants.


 


6.1
Terms. Each Placement Warrant shall have the terms set forth in the Warrant Agreement. Specifically, the Placement Warrants will
not be exercisable more than five years from the effective date of the Registration Statement in accordance with FINRA Rule 5110.


 


6.2. 
Failure to Consummate Business Combination. The Placement Warrants shall be terminated upon the dissolution of the Company or
in the event that the Company does not consummate the Business Combination within 24 months from the consummation of the IPO,
unless otherwise extended by the Company.


 


6.3. 
Termination of Rights as Holder. If the Placement Warrants are terminated in accordance with Section 6.1, then after such
time Subscriber (or its successor in interest) shall no longer have any rights as a holder of such Placement Warrants and the
Company shall take such action as is appropriate to cancel such Placement Warrants. Subscriber hereby irrevocably grants the Company
a limited power of attorney for the purpose of effectuating the foregoing and agrees to take any and all measures reasonably requested
by the Company necessary to effect the foregoing.


 






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7.  Rescission
Right Waiver and Indemnification.


 


7.1. 
Subscriber understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be
no general solicitation of purchasers of the Units. In this regard, if the IPO were deemed to be a general solicitation with respect
to the Units, the offer and sale of such Units may not be exempt from registration and, if not, Subscriber may have a right to
rescind its purchase of the Units. In order to facilitate the completion of the Offering and in order to protect the Company,
its stockholders and the amounts in the Trust Account from claims that may adversely affect the Company or the interests of its
stockholders, Subscriber hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or
rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Units. Subscriber acknowledges and
agrees this waiver is being made in order to induce the Company to sell the Units to Subscriber. Subscriber agrees the foregoing
waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings
(collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory,
consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees
and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether
pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Units
hereunder or relating to the purchase of the Units and the transactions contemplated hereby.


 


7.2. Subscriber
agrees not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Units or
any Claim that may arise now or in the future.


 


 


7.3. 
Subscriber acknowledges and agrees that the stockholders of the Company are and shall be third-party beneficiaries of this Section
7.


 


7.4. 
Subscriber agrees that to the extent any waiver of rights under this Section 7 is ineffective as a matter of law, Subscriber has
offered such waiver for the benefit of the Company as an equitable right that shall survive any statutory disqualification or
bar that applies to a legal right. Subscriber acknowledges the receipt and sufficiency of consideration received from the Company
hereunder in this regard.


 


8.  Terms
of the Units and Placement Warrants


 


8.1
The Units and their component parts are substantially identical to the units to be offered in the IPO except that: (i) the Units
and component parts will be subject to transfer restrictions, except in limited circumstances, until 30 days following the consummation
of the Business Combination, (ii) the Placement Warrants will be non-redeemable so long as they are held by Subscriber (or any
of its permitted transferees), and may be exercisable on a “cashless” basis if held by Subscriber or its permitted
transferees, as further described in the Warrant Agreement, and (iii) the Units and component parts are being purchased pursuant
to an exemption from the registration requirements of the Securities Act and will become freely tradable only after the expiration
of the lockup described above in clause (i) and they are registered pursuant to the Registration Rights Agreement to be signed
by, among others, the Company and Subscriber on or before the date of the prospectus for the IPO or an exemption from registration
is available, and the restrictions described above in clause (i) have expired. Additionally, the Subscriber acknowledges and agrees
that the Units and their component parts will be deemed underwriting compensation by the Financial Industry Regulatory Authority
(“FINRA”) and, pursuant to FINRA Rule 5110(e)(1), may not be sold during the offering, or transferred, assigned,
pledged or hypothecated or be the subject of any hedging, short sale, derivative, put or call transaction that would result in
the economic disposition of the securities for a period of 180 days immediately following the date of effectiveness or commencement
of sales in the IPO, except as provided in FINRA Rule 5110(e)(2).


 


8.2
Subscriber agrees to vote the Placement Shares in accordance with the terms of the Insider Letter and as otherwise described in
the Registration Statement.


 


9.  Governing
Law; Jurisdiction; Waiver of Jury Trial


 


This
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be
wholly performed within such state, without regards to the conflicts of laws principles thereof. Any suit brought by either party
shall be brought in the state or federal courts sitting in New York County in the State of New York. The parties hereto hereby
waive any right to a jury trial in connection with any litigation pursuant to this Agreement and the transactions contemplated
hereby.


 






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10. Assignment;
Entire Agreement; Amendment


 


10.1. 
Assignment. Neither this Agreement nor any rights hereunder may be assigned, in whole or in part, by any party to any other person
without the prior written consent of the other party hereto except that Subscriber may assign this Agreement, or any of its rights
hereunder, to a person agreeing to be bound by the terms hereof, including the waiver contained in Section 7 hereof.


 


10.2. 
Entire Agreement. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter
thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among them with
respect to such subject matter.


 


10.3.
 Amendment. Except as expressly provided in this Agreement, neither this Agreement nor any term hereof may be amended, waived,
discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment,
waiver, discharge or termination is sought.


 


10.4. 
Binding upon Successors. This Agreement shall be binding upon and inure to the benefit of the parties hereto and to their respective
successors and permitted assigns. 


 


11.  Notices


 


Unless
otherwise provided herein, any notice or other communication to a party hereunder shall be sufficiently given if in writing and
personally delivered or sent by facsimile or other electronic transmission with copy sent in another manner herein provided or
sent by courier (which for all purposes of this Agreement shall include Federal Express or other recognized overnight courier)
or mailed to said party by certified mail, return receipt requested, at its address provided for herein or such other address
as either may designate for itself in such notice to the other. Communications shall be deemed to have been received
when delivered personally, on the scheduled arrival date when sent by next day or 2nd-day courier service, or if sent by facsimile
upon receipt of confirmation of transmittal or, if sent by mail, then three days after deposit in the mail. If given by electronic
transmission, such notice shall be deemed to be delivered when directed to an electronic mail address at which such party has
consented to receive notice.


 


12.  Counterparts


 


This
Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood
that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “pdf” format data file, 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 facsimile or “.pdf”
signature page were an original thereof.


 


13.  Survival;
Severability


 


13.1. 
Survival. The representations, warranties, covenants and agreements of the parties hereto shall survive the Closing.


 


13.2.
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to
be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision; provided that
no such severability shall be effective if it materially changes the economic benefit of this Agreement to any party.


 


14.  Headings.


 


The
titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting
this Agreement.


 


[signature
page follows]


 






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This
subscription is accepted by the Company on the 12th day of November, 2020.


 


	 	

        CF
        FINANCE ACQUISITION CORP. III

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


 


Accepted
and agreed on the date set forth above.


 


	 	CF
    FINANCE HOLDINGS III, LLC
	 	 	 
	 	By:	/s/
    Howard W. Lutnick 
	 	 	Name:
    Howard W. Lutnick 
	 	 	Title:
     Chief Executive Officer


 


 [Signature
Page to Private Placement Units Subscription Agreement – CF Finance Acquisition Corp. III]


 


 


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