Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This
Investment Management Trust Agreement (this “Agreement”) is made effective as of November 12, 2020,
by and between CF Finance Acquisition Corp. III, a Delaware corporation (the “Company”), and Continental
Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS,
the Company’s registration statement on Form S-1, File No. 333-249367 (the Registration Statement”)
and prospectus (the “Prospectus”) for the initial public offering of the Company’s units (the
“Units”), each of which consists of one share of the Company’s Class A common stock, par
value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant
entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the
“Offering”), has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission;
and


 


WHEREAS,
the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”)
with Cantor Fitzgerald & Co. as representative (the “Representative”) of the several underwriters
(the “Underwriters”) named therein; and


 


WHEREAS,
if a Business Combination (as defined herein) is not consummated within the initial 6 month period following the closing of the
Offering, upon the request of the Sponsor, the Company may extend such period by four extensions with each extension being 4 months
for up to a maximum of 22 months in the aggregate, subject to the Company’s sponsor (the “Sponsor”)
or its affiliates or permitted designees depositing $2,000,000 (or $2,300,000 if the Underwriters’ over-allotment option
is exercised in full) into the Trust Account no later than the 6 month, the 10 month, the 14 month and the 18 month anniversary
of the Offering (each, an “Applicable Deadline”) for each four month extension (each, an “Extension”),
in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for each Extension payable upon
consummation of a Business Combination; and 


 


WHEREAS,
as described in the Prospectus, $200,000,000 of the gross proceeds of the Offering and sale of the Private Placement Units (as
defined in the Underwriting Agreement) (or $230,000,000, if the Underwriters’ over-allotment option is exercised in full)
and the proceeds from any loans in connection with an Extension, if any, will be delivered to the Trustee to be deposited and
held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter
provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
“Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred
to as the “Public Stockholders,” and the Public Stockholders and the Company will
be referred to together as the “Beneficiaries”); and 


 


WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee
shall hold the Property.


 


NOW,
THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)
Hold the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established
by the Trustee in the United States at J.P. Morgan Chase Bank, N.A. and (or at another U.S chartered commercial bank with consolidated
assets of $100 billion or more) at a brokerage institution selected by the Trustee that is reasonably satisfactory to the Company;


 


(b)
Manage, supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)
In a timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States government
securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of
185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of
Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in
direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust Account will earn
no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the trustee may earn bank
credits and other consideration.


 




     


     


    

 


(d)
Collect and receive, when due, all interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein; 


 


(e)
Promptly notify the Company and the Representative of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f)
Supply any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with
the Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(g)
Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when
instructed by the Company to do so;


 


(h)
Render to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts
and disbursements of the Trust Account;


 


(i)
Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the
terms of a letter from the Company (“Termination Letter”) in a form substantially
similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed
on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President,
Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized officer
of the Company (and, in the case of Exhibit A, jointly signed by the Representative), and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest (net of taxes, less up to $100,000 of
interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the
other documents referred to therein, or (y) upon the date which is, the latest of (1) 6 months after the closing of the Offering,
(2) such later date upon one or more Extensions effectuated pursuant to the terms hereof and (3) such later date as may be
approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation
if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated
in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property
in the Trust Account, including interest (net of taxes, less up to $100,000 of interest that may be released to the Company to
pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;


 


(j)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C, withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property
requested by the Company to cover any tax obligation owed by the Company as a result of assets of the Company or interest or other
income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other method
of prompt payment, and the Company shall forward such payment to the relevant taxing authority; provided, however,
that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such
assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there
is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further,
that if the tax to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied
by a copy of the franchise tax bill from the State of Delaware for the Company and a written statement from the principal financial
officer of the Company setting forth the actual amount payable (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 




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 (k)
Upon written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute (from a segregated account) on behalf of the Company to the Public Stockholders
of record as of such date the amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders
properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with its
initial Business Combination (as defined below) or to redeem 100% of its public shares of Common Stock if the Company has not
consummated an initial Business Combination within such time as is described in the Company’s amended and restated certificate
of incorporation. The written request of the Company referenced above shall constitute presumptive evidence that the Company is
entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and 


 


(l)
Not make any withdrawals or distributions from the Trust Account other than pursuant to Sections 1(i), 1(j) or 1(k) above.


 


(m)
Upon receipt of an extension letter (“Extension Letter”) substantially similar to Exhibit E hereto
at least five business days prior to the Applicable Deadline, signed on behalf of the Company by an executive officer, and receipt
of the dollar amount specified in the Extension Letter on or prior to the Applicable Deadline, follow the instructions set forth
in the Extension Letter.


 


2. Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)
Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or other authorized officer of
the Company. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction
which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written
instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)
Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and
all out-of-pocket expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in
connection with any action taken by it as permitted hereunder and in connection with any action, suit or other proceeding brought
against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates
to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for any
expenses and losses arising out of, in connection with or resulting from the Trustee’s gross negligence, fraud or willful
misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or
proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify
the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that
the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld or delayed. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company,
which such consent shall not be unreasonably withheld or delayed. The Company may participate in such action with its own counsel;


 


(c)
Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration
fee, and transaction processing fee which fees shall be subject to modification as agreed by the parties from time to time. It
is expressly understood that the Property shall not be used to pay such fees unless and until a Business Combination is consummated.
The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the
Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis) with respect to any period
after the liquidation of the Trust Account or after the removal or withdrawal of the Trustee in accordance with this Agreement.
The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule
A and as may be provided in Section 2(b) hereof;


 


(d)
In connection with any vote of the Company’s stockholders regarding a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote
of such stockholders regarding such Business Combination;


 




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(e)
Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee
with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; and


 


 (f)
Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the
Trustee to make any distributions that are not permitted under this Agreement.


 


(g)
If applicable, issue a press release at least three days prior to the Applicable Deadline announcing that, at least five days
prior to the Applicable Deadline, the Company received notice from the Sponsor that the Sponsor intends to deposit funds into
the Trust Account for extending the Applicable Deadline and the Board has approved such Extension.


 


(h)
Promptly following the Applicable Deadline, disclose whether or not the deadline for the Company to consummate a Business Combination
has been extended.


 


 


3. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)
Imply obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this
Agreement and that which is expressly set forth herein;


 


(b)
Take any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee
shall have no liability to any third party except for liability arising out of, in connection with or resulting from the Trustee’s
gross negligence, fraud, or willful misconduct;


 


(c)
Institute any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding
of any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as
provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(d)
Refund any depreciation in principal of any Property;


 


(e)
Assume that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless
provided otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the
Trustee;


 


(f)
The Company or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good
faith and in the Trustee’s best judgment in accordance with this Agreement, except for the Trustee’s gross negligence,
fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand,
certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may be the Company’s counsel),
statement, instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness
of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee believes,
in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of
the terms hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and,
if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)
Verify the accuracy of the information contained in the Registration Statement;


 


(h)
Provide any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as
contemplated by the Registration Statement;


 




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(i)
File information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic
written statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned
on the Property;


 


(j)
Prepare, execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by,
and activities relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company,
including, but not limited to, franchise and income tax obligations, except pursuant to Section 1(j) hereof;
or


 


 (k)
Verify calculations, qualify or otherwise approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof. 


 


4. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future for any reason whatsoever. In the event the Trustee has any Claim against the Company under
this Agreement, including, without limitation, under Section 2(b) or Section 2(c) hereof,
the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against the Property
or any monies in the Trust Account and the Trustee hereby agrees not to seek recourse, reimbursement, payment or satisfaction
of any Claim against the Trust Account. 


 


5. Termination. This
Agreement shall terminate as follows:


 


(a)
If the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed and has agreed to become subject to the
terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but
not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall
terminate; provided, however, that in the event that the Company does not locate a successor trustee within
ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the
Property deposited with any court in the State of New York located in the Borough of Manhattan or with the United States District
Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever with
respect to any liability arising after such time; or


 


(b)
At such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property
in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


(c)
If the Offering is not consummated within ten (10) business days of the date of this Agreement, in which case any funds received
by the Trustee from the Company or CF Finance Holdings III, LLC, the Company’s sponsor, as applicable, shall be returned
promptly following the receipt by the Trustee of written instructions from the Company.


 


6. Miscellaneous.


 


(a)
The Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect
to funds transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information
relating to such security procedures to authorized persons. Each party must notify the other party as promptly as practicable
if it has reason to believe unauthorized persons may have obtained access to such confidential information, or of any change in
its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company,
including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of, in connection with or resulting from the Trustee’s gross
negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense resulting from any
error in the information or transmission of the funds.


 




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(b)
This 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 consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(c)
This Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
This Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error)
by a writing signed by each of the parties hereto; provided, that an amendment to Section 1(i) shall also require the consent
of the Representative.  


 


(d)
This Agreement or any provision hereof may only be changed, amended or modified pursuant to Section 6(c) hereof
with the Consent of the Stockholders. For purposes of this Section 6(d), the “Consent of the Stockholders”
means receipt by the Trustee of a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s
stockholders of record as of a record date established in accordance with Section 213(a) of the Delaware General Corporation
Law, as amended (“DGCL”) (or any successor rule), who hold sixty-five percent (65%) or more of all then
outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together
as a single class, have voted in favor of such change, amendment or modification. No such amendment will affect any Public Stockholder
who has otherwise indicated his election to redeem his shares of Common Stock in connection with a stockholder vote sought to
amend this Agreement to modify the substance or timing of the Company’s obligation to allow redemption in connection with
its initial business combination or to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination
within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability
arising out of, in connection with or resulting from the Trustee’s gross negligence, fraud or willful misconduct, the Trustee
may rely conclusively on the certification from the inspector or elections referenced above and shall be relieved of all liability
to any party for executing the proposed amendment in reliance thereon. 


 


(e)
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.


 


(f)
Any notice, consent or request to be given in connection with any of the terms or provisions of this 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,
by facsimile or by electronic mail:


if
to the Trustee, to:


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, NY 10004


Attn: 
Francis Wolf and Celeste Gonzalez


Email:
fwolf@continentalstock.com


Email:
cgonzalez@continentalstock.com


 




    6


     


    

 


if
to the Company, to:


 


CF
Finance Acquisition Corp. III


110
East 59th Street


New
York, NY 10022


Attn:
Howard W. Lutnick


 


in
each case, with copies to:


 


Ellenoff
Grossman & Schole LLP


1345
Avenue of the Americas


New
York, NY 10105


Attn:
Stuart Neuhauser, Esq.


Email:
sneuhauser@egsllp.com


 


and


 


Cantor
Fitzgerald & Co.


110
East 59th Street


New
York, NY 10022


Attn: General
Counsel


Fax
No.: (212) 829-4708


  


and


 


Graubard
Miller


The
Chrysler Building


405
Lexington Avenue


New
York, New York 10174


Attn:
Jeffrey Gallant, Esq.


Email:
JGallant@graubard.com


 


(g)
Each of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter
into this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that
it shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance.


 


(h)
This Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic
transmission shall constitute valid and sufficient delivery thereof.


 


(j)
Each of the Company and the Trustee hereby acknowledges and agrees that Cantor Fitzgerald & Co. on behalf of the Underwriters
is a third party beneficiary of this Agreement.


 


(k)
Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other
person or entity.


 


[Signature
Page Follows]


 




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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL
    STOCK TRANSFER & TRUST COMPANY,
    as Trustee
	 	 	 
	 	By:	/s/
    Francis E. Wolf, Jr.  
	 	 	Name:
    Francis E. Wolf, Jr.
	 	 	Title:
    Vice President
	 	 	 
	 	CF
    FINANCE ACQUISITION CORP. III
	 	 	 
	 	By:	/s/
    Howard W. Lutnick 
	 	 	Name:
    Howard W. Lutnick
	 	 	Title:   Chairman
    and Chief Executive Officer


 


 [Signature
Page to Investment Management Trust Agreement – CF Finance Acquisition Corp. III]


 




    8


     


    

 


SCHEDULE
A 


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	3,500	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Billed to the Company following disbursement made to Company under Section 1	 	$	250	 
	Paying Agent services as required pursuant to Section 1(i) or (k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) or (k)	 	 	Prevailing
                                            rates	 



  




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EXHIBIT A


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account  - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 12, 2020 (the
“Trust Agreement”), this is to advise you that the Company has entered into an agreement
with              (the “Target Business”)
to consummate a business combination with Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date
(or such shorter time as you may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust
Account and to transfer the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on
the Consummation Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or
accounts that the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on
deposit in the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest
or dividends.


 


On
the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination
has been consummated, or will be consummated substantially concurrently with your transfer of funds to the accounts as directed
by the Company (the “Notification”) and (ii) the Company shall deliver to you (a) a certificate
of the Chief Executive Officer, which verifies that the Business Combination has been approved by a vote of the Company’s
stockholders, if a vote is held and (b) a joint written instruction signed by the Company and the Representative with respect
to the transfer of the funds held in the Trust Account, including payment of amounts owed to public stockholders who have properly
exercised their redemption rights (the “Instruction Letter”). You are hereby
directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and
the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


In
the event that the Business Combination is not consummated on the Consummation Date described in the notice thereof and we have
not notified you on or before the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the
Trust Agreement on the business day immediately following the Consummation Date as set forth in such notice as soon thereafter
as possible.


 


[signature
page follows]


 




    A-1


     


    

  


	 	Very
    truly yours,
	 	 
	 	CF
    FINANCE ACQUISITION CORP. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Agreed
to and acknowledged by:


 


CANTOR
FITZGERALD & CO.


 


	By:	                   	 
	Name:  	 	 
	Title:	 	 


 






    A-2


     


    

 


EXHIBIT B


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust
    Account  - Termination Letter


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Paying Agent”), dated as of November 12, 2020
(the “Trust Agreement”), this is to advise you that the Company has been unable to
effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Company’s Amended and Restated Certificate of Incorporation, as described in the
Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account
and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution
to the Public Stockholders. The Company has selected             (1) as
the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share of the
liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to
distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement
and the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, your obligations
under the Trust Agreement shall be terminated, except to the extent otherwise provided in Section 1(j) of
the Trust Agreement.


 


	(1)	6
                                                                     months from the closing of the Offering or such later date upon Extensions, if any, effectuated pursuant to Trust
                                                                     Agreement.



 


	 	Very
    truly yours,
	 	 
	 	CF
    Finance Acquisition Corp. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Cantor
    Fitzgerald & Co.


 




    B-1


     


    

  


EXHIBIT C


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


Re: Trust
Account -Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(j) of the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 12, 2020 (the
“Trust Agreement”), the Company hereby requests that you deliver to the Company $        
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have
the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance
with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly
upon your receipt of this letter to the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	Very
    truly yours,
	 	 
	 	CF
    Finance Acquisition Corp. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Cantor
    Fitzgerald & Co.


  




    C-1


     


    

 


EXHIBIT
D


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Francis Wolf and Celeste Gonzalez


 


	Re:	Trust
    Account  - Stockholder Redemption Withdrawal Instruction


 


Dear
Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(k) of the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (the “Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of November 12, 2020 (the
“Trust Agreement”), the Company hereby requests that you deliver to the redeeming
Public Stockholders of the Company $         of the principal and interest income earned
on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries. Capitalized terms used
but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The
Company needs such funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed
by the Company in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate
of incorporation to modify the substance or timing of the Company’s obligation to allow redemption in connection with the
Company’s initial business combination or to redeem 100% of public shares of Common Stock if the Company has not consummated
an initial Business Combination within such time as is described in the Company’s amended and restated certificate of incorporation.
As such, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this
letter to a segregated account held by you on behalf of the Beneficiaries.


 


	 	Very
    truly yours,
	 	 
	 	CF
    Finance Acquisition Corp. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Cc:	Cantor
    Fitzgerald & Co.


 




    D-1


     


    

 


EXHIBIT
E


 


[Letterhead
of Company]


 


[Insert
date]


 


Continental
Stock Transfer & Trust Company


1
State Street, 30th Floor


New
York, New York 10004


Attn.


 


	 	Re:	Trust
    Account No. [     ] Extension Letter


 


Gentlemen:


 


Pursuant
to Section 1(m) of the Investment Management Trust Agreement between CF Finance Acquisition Corp. III (“Company”)
and Continental Stock Transfer & Trust Company, dated as of November 12, 2020 (“Trust Agreement”), this is to advise
you that the Company is extending the time available to consummate a Business Combination for an additional four (4) months, from
_______ to _________ (the “Extension”).


 


This
Extension Letter shall serve as the notice required with respect to the Extension prior to the Applicable Deadline. Capitalized
words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $2,000,000 [(or $2,300,000 if the underwriters’
over-allotment option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


This
is the ____ of up to four Extension Letters.


  


	 	Very
    truly yours,
	 	 
	 	CF
    Finance Acquisition Corp. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Cc:	Cantor
    Fitzgerald & Co.


 


 


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